The Changeling and the Pony
by The9Tard
Summary: It's been months after the wedding in Canterlot since anypony has seen the Changelings, but little does anyone know that one of them is alive and after a certain Pegasus. Will he exact his revenge, or will the unexpected happen? Rated T for violence
1. The Feeding

_This is a shipping story I'm trying between FluttershyXOC. Trust me on this when I say this will be interesting and developed. There is going to be minor violence and limited bad language in this due to it being a children's show. This will be kinda creepy on come parts though. Before reading, I suggest you see the season 2 finale "A Wedding in Canterlot" since this story takes place after this. Fluttershy is my favorite character and I hope that she's yours too! Enjoy!  
_

_-MLP FIM belongs to Hasbro._

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_Chapter 1: The Feeding_

A storm was staring to settle in the fall of Equestria. Ponies all around Ponyville and beyond were locking up and getting ready for a day indoors. Most of them, but not all.  
Fluttershy was in the woods just in the backyard of her little cabin. She had gone a little further in than she should have, but she wasn't alone. She had her white pet bunny Angel with her, and strangely enough she felt safe with the small animal's presence.

The little Pegasus hovered through the air with a flower basket in her mouth and Angel close behind her, "Come on Angel bunny." She said in a quiet voice while still gripping the basket handle in her jaws, "we have to hurry. The Pegasi have scheduled quite a storm today and we gotta find some good flowers fast."

Angel hopped around and inspected some of the bushes. Spotting some dark blue flowers, he eagerly tapped his foot to get her attention and pointed them out, but she shook her head, "No Angel. Remember, it has to be pink flowers. Pink as pink can be."

Angel, frustrated, pulled away from the flowers and hopped along in continued search. Frankly, he'd rather be inside snuggly warm instead of searching in the forest for some stupid posies with his master.

The mare then looked behind her in the direction she knew her cabin was in, "Oh, I hope today's storm doesn't rain the picnic out. Pinkiepie's been planning this party picnic for weeks…" but her thoughts were interrupted when she heard Angel tapping his foot again not too far off.

She flew over to him and saw the bunny posing in front of another bush with his arms out, looking quite satisfied. Sure enough, there were some beautiful pink roses growing from the plant's branches, clashing nicely with the surrounding green and brown.  
She smiled happily at the pretty flowers and put her basket down beside her, "Ah ha! This is perfect! Pinkie will love these. It may not be enough for now, but I'm sure we could find more later."

She then felt a drop of water on her head and looked up to the grey sky beyond the forest canvas, "We'd better hurry though, before we both get soaked."  
The mare patted Angel on the head with her hoof, "Good job boy. When we get home I'll make sure you get extra cucumbers in your salad." The bunny gave a small hop of joy and started helping Fluttershy pick the roses.

As Fluttershy picked them carefully with her mouth, she was being extra careful to avoid the bush's thorns.

Not too far from the two were prying blue eyes, watching them.

A Changeling, who everypony figured disappeared months ago, eyed the pony hungrily. Though it has been a long time, the creature recognized the pale yellow Pegasus with the smooth flowing pale pink mane. She was one of the 6 mares who had helped stopped their Queen from taking over Canterlot and Equestria, and the sight of her was really pissing him off.  
Ever since the Changelings got scattered, he's been struggling to find them again and connect with the hive mind, but to no avail.  
No longer in his family, he struggled to find love to feed off of, and animals inside this stupid forest just have little to none significant enough to feed him.

So basically, he was starving, and this one mare of the six he hated so much had an overwhelming amount of love coming from her. He could sense it was love for her friends, but it was almost as powerful as love for someone special and it made him hungry.

Love, it was such a stupid thing, but it was the nectar he needed to live that she possessed.

Right now…she had something he wanted and he was going to take it by force.

The creature let out a small hiss as he drooled at the thought. After he drained all the positive emotions she had within her he could, he would have enough energy to continue looking for his hive, and then they could come back and start with Ponyville this time.

Slowly, he stalked towards the distracted mare, who just continued picking the pink roses and dropping them in her flower basket. Normally, Changelings wouldn't attack and forcibly take love from their victims like this. They preferred to charm and seduce their prey with trickery, then slowly drain them. However, this time his hunger was overriding his caution. He could care less about his usual methods or the rabbit that was with her. He was just focused on mare in front of him.  
This proved to be a foolish mistake as Angel's ears twitched and heard his silent footsteps with his superior hearing. He spun around and gave out a squeak of surprise at the strange being with glowing eyes. Panicking, he pulled as hard as he could on Fluttershy's long mane.

"Ow!" she yanked back from him, "Angel, what are you-" he interrupted her with frantic hops and pointed behind her. The Changeling inwardly cursed himself as the yellow Pegasus turned around to face him, "Oh-OH NO!" she backed away from him.

Even in the dim light of the forest and cloudy sky, she could see the creature before her clearly. He was a dark grayish-brown, almost black, color and had a pony-esc shaped figure, but he had a hard shell like a bug instead of thin fur like a pony.  
His ears were torn and pointed and he had a horn coming out from the middle of his head, almost like a unicorn's but sharper, and his wings weren't like a Pegasus's feathered ones but thin and translucent bug wings with many holes. His thin legs were also full of holes, making them look rotten and gross. Fangs jutted out of the creature's drooling mouth and his glowing blue eyes were absent of pupils but full of hatred.

Fluttershy knew exactly what this figure was as she had many nightmares of them after the events in Canterlot, "A Changeling!" she cried, backing further away and knocking down her flower basket, spilling it's pink contents all over the grass. The rain began to pour and soak her pink mane, making it droop against the ground.

The only thing she could see that distinguished him from the other Changelings she's met was he had an odd chest plate that matched the dark blue pattern on his backside, making him seemingly more frightening than before.  
Knowing that the cat was out of the bag, the monster growled and planned to just attack her head on. Angel stood protectively in front of his master, honestly believing he could fight the mythical creature off. As the Changeling closed in on them, Fluttershy also noticed he was a little taller than the others, a few feet above her, and his fangs and horn were longer. Perhaps this one was older?

It didn't matter to her as she tried to lift her wings up to fly, but she was so scared they had once again locked in place at her side, rendering her flightless.

It was just like that time with the red Dragon, and what a worse time it was.

She tried to pull Angel back with her hoof, getting ready to make a run for it. Knowing that his prey was about to bolt, the Changeling gave a loud hiss of fury and leapt over Angel, pouncing on the yellow Pegasus.  
She gave a scream as they tumbled over and he pinned her to the grass with his hooves, his sharp horn starting to glow a sickly green. She struggled underneath him and tried desperately to push the bigger mass off of her, but he didn't budge. His skin against her really did feel like a smooth bug shell, and it was disgusting.

The Changeling was surprised. He hadn't fed well in weeks and was substantially weaker than he had ever been, yet this pony was still unable to move him. It was almost humorous how weak she was, if he had a sense humor.  
This was good news for him as that would make this meal easier, but she still was trying to put up a fight.

Knowing he had her trapped, he caught one of her failing hooves with his teeth and bit his fangs down into it, hard.

Fluttershy gave a cry of pain as a few drops of her red blood trickled down her arm. Though the pain was devastating for the delicate pony, she started yanking her arm from him as hard as she could. She would risk gashes and possibly scars from her pulling, but she was willing to try anything to survive now.  
Angel tried to save his friend by scratching and biting the Changeling's hoof to make him release her, but his puny efforts felt like bug scratches to the creature as he just ignored the bunny and continued his attack on Fluttershy.

Tears stained her cheeks as his fangs cut and bit in deeper into her hoof, but he refused to release her, "L-Let me go! Please!"

Her begging fell on deaf ears as he only pinned her down tighter to keep her steady.

In the midst of her fighting, she gasped as she suddenly started to feel at tingling sensation throughout her body that started from the wound and traveled over her in a thick blanket.  
The tingling soon became numbing. Her pain had started to subside, but so did everything else at it became harder and harder to move. She realized in horror that the bite from the Changeling wasn't just to trap her, but to paralyze her with some kind of poison.  
She bit her lip and tried to resist the numbing that traveled through her veins, kicking about wildly. Despite her best efforts, it wasn't enough as the Changeling simply pulled her arm back hard enough to keep it straight and his horn glowed brighter. In a slow fashion, he was enveloped in a green aura of energy, and it wasn't long before it enveloped her too.

The creature stared down at her evilly as her positive energy flowed into him, slowly starting to sate his crushing hunger. She could feel something being drained from her, something being stolen from deep inside her heart. The yellow mare knew then that he was feeding off the love she had for her friends and animals. She tried to refuse becoming his dinner and kicked at his face with her left hoof, but it came out more like pats as her motion stiffened and what little strength she had weakened. Pathetically as she started to succumb to the green light around her, she tried one more time to call for help, "Please…anypony…Twilight…g-guys…help me…" her voice died into a whisper.

But no one would hear her cries, she was on her own.

The Changeling was satisfied as his victim lowered her arms and laid there panting, out of breath and further succumbing to the paralyzing poison, leaving him free to drain her.

His feeding was interrupted as a sharp sting was felt on his right arm. He gave out a small hiss and looked over to see that pesky white bunny biting into his hollow hoof, trying to make him release the yellow Pegasus. More annoyed now than ever, he yanked his arm away from the animal and batted him hard with it. This sent the rabbit flying through the air and into a nearby tree, making him yelp with pain and hit the ground, leaving him stunned.  
Fluttershy beneath him cried out in a small voice, "A-Angel!"

He didn't really care about her outburst, until she started to feel her shift underneath him. When he turned his head back to look at her, he was shocked by a furious expression twisted on her face. She then snarled at him in an uncharacteristically loud voice, "No one hurts my Angel!" She pushed her free hoof against his chest and was starting to lift him off her.

He couldn't believe it! She was resisting his poison!

In retaliation, he bit into her arm harder, but suddenly she pulled her left hoof back from his chest and outward, kicking him hard in the side of the face with all her might.

Pain slapped him like a wall and he was so shocked by her unexpected strength that he released her arm. With her right hoof also free, Fluttershy pulled both of her legs back and conked him hard in the chin with her hooves. The force nearly broke his jaw as he stumbled backwards and fell onto his side.

The green glow disappeared as soon as he let go and he was weak once again. He lifted his muzzle from the now muddy grass and gripped his head, dizzy and disoriented. When his double vision shook and focused into one, he looked around until he finally found her.

The Pegasus wasn't looking down at him, but instead she was to the side of him, nuzzling the little hurt bunny. When she determined Angel was still alive and not seriously hurt, she turned her head back and gave him such a glare it felt like a blade piercing his chest.  
Her blue eyes stared him down, and looked at him with such shame it made him look down to his holed hooves.

He still could feel her eyes on him as she approached, and he didn't bother looking up as her yellow hooves came into his sight. The pony had bested him, and he was now too weak and dizzy to really fight back.

His eye was bruised and starting to swell shut and his lip was busted and bleeding with green blood.  
The Changeling waited for the pony to hurt him again or talk hatefully, but instead what he got was a voice mixed with anger and…concern, "I'm sorry I had to do that, but it serves you right you big Meany."

'Meany' wasn't the word he expected as he looked up to her, and winced as she stared down at him with the same glare. His ears then folded back as she snapped at him, "You creatures really disgust me you know, the way you feed off our love so greedily! Oh, if I wasn't any better I would kick your face in again right now!"  
She calmed down slightly and frowned at him, muttering, "But I won't."

The Pegasus moved over and pulled out a handkerchief that lined the inside of her basket. She brought the handkerchief over and dropped the white cloth at his feet. He looked up at her in confusion, waiting for her to explain her actions.  
Instead, the mare only said quietly, "I'd clean up that blood on your face and get out of this rain if I were you." She picked up Angel by his scruff, "You could catch a cold…"

She said the last sentence so quietly the Changeling thought he had imagined it for a second as she galloped off with a slight limp, leaving him in the rain and her basket of roses behind.

He looked from where she disappeared and down to the handkerchief on the ground. Did that really just happen?

He had been alone ever since he had been severed from his queen, but now as he sat there, bloody and in pain in the forest with no others around him, he realized just how alone he really was.

Anger rose within him as he tried to understand her disgustingly kind actions. He had tried to hurt her, and she dared to insult him with these injuries followed by stupid understanding. The Changeling snarled and he stomped the handkerchief into the mud.

That pony wasn't going to get away with this humiliation. He didn't know how, but he would find her, and he would make her pay.


	2. After the Attack

_So here's another chapter to the story and continues after Fluttershy came back to Ponyville in the middle of the storm. Please Read and Review! I always appreciate advice and I would like to know what you guys think so far._

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_Chapter 2: After the Attack_

A few hours had passed since the attack. A soaked Fluttershy was being tended to by a very concerned Twilight. Her other four friends were either coddling her or asking her questions.  
Angel had been placed on a pillow, sleeping peacefully after Fluttershy had bandaged him. He had only a few bruises and scratches, otherwise he was fine.

Twilight lifted a bandage with her unicorn magic and wrapped it around her cleaned wound, "There, that should hold you up, but we really should take you to the hospital."

Fluttershy looked to her damaged hoof and winced at the sight of her blood soaking into the gauze. She was squeamish at the thought of her own injuries. She was used to tending to sick or hurt animals, not herself, and the sight of her own blood was making her a little nauseous.

Rarity pawed Twilight's shoulder, "I think not, Twilight. Though we all want to take her there, it would be devastating to attempt it in this weather. With all that lightning, it's not only a risk of getting soaked but it could be dangerous."

Applejack came up to her other side, "Rarity's right Twilight. The only thing we c'n do now is wait fer the storm to die down n' take her there right away."

Twilight looked to the injured Pegasus and rabbit, slowly sighing and nodding her head, not liking the idea of waiting at all.

Pinkiepie nudged Fluttershy's head with hers, "Don't worry Fluttershy. When you're all set up, I'll throw you the biggest 'get well soon' party ever! Then when you're better, I'll throw the biggest 'you're better!' party ever!"

Fluttershy gave her hyper friend a weak smile, "Thanks Pinkie. I'm just sorry we might not be able to have that picnic you wanted."

"Daw, who cares about a picnic when it can be rescheduled, and I now have two parties to plan?" she bounced around her, humming adorably.

Rainbowdash seemed the most outraged by the attack and had been flapping through the air angrily, "I just can't believe that freak had the nerve to attack you! Ooh, when I get my hooves on him I'll kick him so hard in the air he'll reach space!"

"I still don't like this idea of waiting though." Twilight objected, "For all we know Fluttershy could be infected with more than just paralysis. She could have a disease or something."

"Or worse!" said a male voice from the top of the stairs. When the mares looked to the source it was the baby Dragon and Twilight's assistant, Spike. He had been preparing a soft bed for Fluttershy, "Fluttershy could have an infection that could spread through her body and deform her into a Changeling!" He said it with more eagerness than he meant to, like a young boy watching a horror clip.

The yellow mare squeaked and hugged her hoof to her, hoping she couldn't feel fangs growing in her mouth.

Twilight glared up at Spike, "You're not helping!"

The purple Dragon huffed a bit, "Oh, sorry Fluttershy. I didn't mean to scare you."

When Fluttershy forgave him, he hopped down the stairs, "I used the spare bed and put the softest blankets we had on it. Would that be good enough?"

"That's perfect Spike. Thank you." Twilight acknowledged, helping Fluttershy to her feet. As the others helped her or steered the near limp Fluttershy towards the stairs, the yellow Pegasus became flustered, "Guys, really. You don't need to go through all the trouble…" Honestly, she was grateful for the assistance since the poison had come back and made it hard for her to stand much less walk, but she didn't want to be a burden.

"We'll have none of that, sugar cube." Applejack stated as she helped her take a few steps forward, "Yer our friend n' yer injured. There's no reason you shouldn't be coddled."

Fluttershy gave her a grateful bow with her head, happy to have such good friends.

When she was helped up the stairs and into the spare bed, Rarity wrapped her up with some of the blankets using her own magic, "Better?" she asked.

Fluttershy gave her a slight nod, but to be honest though the pain was less, she wasn't feeling very well. She was still a bit petrified by the day's events, and shocked about how aggressively she had dealt with the Changeling.

"Guys?" she asked, them looking to her, "Do you think…I was too harsh with it? The Changeling I mean?"

Rainbowdash gave out a loud laugh, "Haha! Harsh? Are you kidding me? Oh Fluttershy you're too nice for your own good!" She flew up to her and pushed her in the chest with her hoof, "That monster deserved it after what he did and was going to do to you. If you hadn't kicked him you'd be nothing but a lobotomized husk to us."

"Yes but…" she looked away from her rainbow-haired friend, "It's just…you should have seen it. He was all by himself, no others of his hive with him, and he looked very hungry. The more I think about it, I think he was just desperate. I still think he deserved it, but I can't help but feel guilty about leaving the poor creature broken and bleeding in the woods."

Rainbow rolled her magenta eyes, "You gave him a handkerchief." She landed and walked away, "That was already more kindness than he deserved."

She held back her annoyance simply because Fluttershy was her friend and was hurt at that, but Rainbowdash could get pretty peeved when her naïve friend was being a little too friendly towards the enemy. Especially a Changeling.

"Well, now that everything is settled…" Twilight pulled one of her many books out from the shelf with her magic and hovered it in front of them, "Does anypony wanna hear a story while we wait for the storm to pass over? This is one of my favorite fairy tales, the Prince and the Pauper."

Rainbowdash pulled up a pillow near Fluttershy's bed and sat on it, "Nah, how about something cooler. Like the tale of Fafnir!"

"Oh please no, no Dragon stories…" Fluttershy politely objected, "How about the ugly duckling?"

"Hmmn, perhaps not…" Rarity and the others had by now mimicked Rainbowdash and all pulled up pillows around Fluttershy, "It reminds me too much of that beastly Changeling, except I bet they're not only born ugly but stay ugly. Yuck." She smiled at Twilight, "How about instead the Story of Rumplestiltskin? Good twist that one."

"Or maybe Puss in Boots?" Applejack snickered, "That little kiddy-cat gets me ev'ry time!"

"No no!" Pinkie started hopping on her pillow, "Read Rapunzel! Please oh please! I love that one!"

"Oh come on Pinkiepie, we've read that one out loud a million times." Spike hopped onto the same pillow as Twilight, "I wanna hear the story of Sleeping Beauty!"  
When he said that out loud all the other fillies stopped talking and looked at him with bewilderment. Spike flustered and wrung his tale with his paws, "I like the whole idea of 'true loves first kiss' okay? Sue me…"

The girls just giggled at him and continued their talking with his voice added to the bunch.

Twilight sighed over the ruckus of her friends' suggestions, "This is going to be a long storm…"

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_So, what do you think? Is Fluttershy right to feel bad for her aggressive attack to the changeling? Or is Rainbowdash right to say she should have finished him off? Oh, for those of you who don't know the story of Fafnir...it's a Dragon Legend of a Dwarf by the name of Fafnir who is consumed by greed from a cursed treasure in a cave. The curse and his dark heart turned into a horrible Dragon that jealously guarded his hoard of gold and gems.  
Eventually, Fafnir was slain for his treasure and it's curse to be passed on to his slayer._


	3. Those Gaudy Awful Ponies

_Chapter 3: Those Gaudy Awful Ponies_

A few days had gone by. The sky by now was still grey and there were showers every now and then, but other than that the storm had died down.

Fluttershy had been in the hospital, getting proper care for her wounds. Luckily, thanks to her friends, she hadn't been infected, and they were able to cleanse her body of any unwanted toxins with some antibiotics. While she was there, it was up to the others to take care of her many animal pets, and it wasn't easy for them.

They endured it for her though, and she was thankful for their help.

In her time there, she already had a million things like flowers, balloons, candy, and cards sent to her from her five friends and a few other ponies in Ponyville. She even got a big card all signed or marked by her animals. Most of the gifts were from an excitable Pinkiepie.  
Though Fluttershy appreciated all of the gifts, she didn't really like so much attention and worry going towards her. Even if she deserved it, she still felt like she was a burden to them and really didn't want them to fret over her. She may be a delicate little thing, but in spirit, she was far from weak. She'd get through this, and it looked like that was going very well.

The only thing she really could have done without was the horrible hospital food. Rainbowdash wasn't kidding when she said it was bad…

Not too far off from Ponyville in the woods was an all too familiar Changeling, staring at his reflection in a pool of water. A he gawked at himself, he tipped his head from side to side. He had never noticed how…ugly he was. Normally, Changelings neither paid any attention to their reflection or their looks since they were too busy serving their Queen, but now that he was alone and thinking alone, he finally realized just one of the main reasons ponies feared them.

It was because they just looked like _monsters._

Eventually, after looking at himself for what seemed like hours, the creature shook his head to clear his thoughts.  
Then he looked down into the water and focused again. Here he was, a Changeling, and he was going to have to get into Ponyville to find the yellow Pegasus, while remaining undetected. There was no way he would get by without being noticed, and even if he did somehow reach her the filly's friends would guard her with their lives. He wouldn't stand a chance against all of them in his current starved stat.

No…he would need something better. He would need an easier way to get in without drawing attention to himself. He would need a disguise.

Now, though Changelings were natural shape-shifters and this shouldn't be too hard for him, there was a problem. He couldn't just copy any of the 6 ponies he'd met, or any he'd seen in Canterlot, as that would only add suspicion to him and possibly even an interaction with the pony he was duplicating. No one had to know he was a Changeling else he'd be attacked.  
He would have to create his own disguise instead of mimicking another, and that was going to be much more difficult.

He had only ever seen his Queen do that, and it was tricky for her. He was a little stronger than his brothers and sisters when it came to magic, but that was just because he was bred to be one of the Queen's royal captains and he was older than most.

Perhaps if he just took pieces of ponies he'd seen and mashed it together with some of his own colors into one disguise…that could possibly work. It wouldn't be full mimicry, but also wouldn't be full creativity either.

Taking a deep breath and one more glance at himself in the pond, his horn began to glow a dark green and its glow surrounded him. In a flash, his body was enveloped into a new body made of fur and hair rather than bug wings and a shell.  
When he looked at himself in the water, he was stunned at what looked back at him.

What he saw in his reflection was not his Changeling self, but instead a stallion. His skin was the same color, but it was a colt of fine fur instead of a bug shell. His man was a little long and ruffled, the color of it blue much like his Queens minus the holes at the ends. He no longer had armored legs full of rotten looking holes, but instead two powerful dark blue hooves that matched the pattern on his backside. He turned slightly to the right to look at his profile.  
He was already pretty strong for a Changeling, and now with fur instead of a shell his muscles showed through a little. He was a little skinnier than an average stallion because of his hunger and stature of a Changeling, but it wasn't too obvious, and his backside was the same dark blue of where his shell was supposed to be but now just looked more like a unique pattern. He was absent of a little 'mark' on his flanks, but he didn't care about that. He didn't see the importance in those little patterns, and it wasn't something he could conjure up even if he wanted to.  
His sharp horn now looked like a unicorn's, ridged and a little dull instead of short and lethal. His bug wings were replaced with feathered Pegasus wings. He held his new wings out to get a better look at them. They were a grayish brown like the rest of him, but at the tips were the original light blue color of his bug wings. He sneered at the new set and decided he hated it. His holed bug wings to him were much more appealing than stupid feather wings. How did those ponies stand this?  
Lastly, he looked at his eyes. They had pupil's and looked like a ponies, but the color of the iris as the same color as his original eyes. Ice blue. The whites of his eyes were a slightly lighter blue than white, much like his Queens. It was a little funny how he resembled his mother more as a pony in some ways than he did a Changeling.

All in all, he came out looking like an Alicorn, and it was the best he could do with his limited abilities. He bit his lip, absent of sharp teeth and poisonous fangs but rather flat-herbivore pony teeth, knowing how flawed his disguise was. He had all the same colors as a Changeling, and rather the same personality. Would he be able to fool them all like this?

He let out a small hiss and stopped in the middle of it.

His voice. He needed a voice, and a real one. Changelings other than the Queen generally didn't talk, they didn't need to unless disguised. Well, this was a disguise, and he needed a voice. He thought of one, Shining armor's, and mixed it with his own to avoid suspicion by that pesky purple unicorn sister of his. A replicated and slightly altered voice would be easier to hide than a replicated appearance.

He spoke a word he hadn't actually said in a long time, "Hello…" his voice came out scratchy and gruff, even with the help of Shining Armor's voice he was just not used to speaking in words at ALL.

He winced at the sound of his voice and tried again several times, looking at his reflection with determination. His speech was pretty limited, but as a Changeling he would just adapt. He would learn other words around the ponies and incorporate them into his speech. That would be easy.

When his voice was finally the pitch and tone he wanted, he decided it was time to go.

There was but one thing to remove now, and that was his royal chest plate. He frowned at the idea. Of the few things he had, this piece of armor held something sentimental to the creature due to few Changelings having such an honor.  
Despite this, he removed the armor and deciding to hide it away in a tree he knew he'd remember. That way he could come and retrieve it when he was ready.

Now, he could leave.

By now it was mid afternoon, but the sky was still grey and in overcast, promising more small showers that day.

He had trotted along the path he knew led to Ponyville. He could smell their happiness a mile away. As he trotted, he tried his best to move like a pony. It was very difficult to hop along in such a silly manner.

Did the stallions really move like this?

After just a few minutes, he came upon the gaudy colorful gates that welcomed him into Ponyville. Seriously, the colors of the buildings and gate were disgustingly bright, even in the shadowy cast of the rainy sky.  
Frowning as he approached, he hoped he wouldn't have to stay too long in this horrible place. He just wanted to get in and earn some trust with the yellow Pegasus he sought. He wouldn't have to use seduction, just a little bit of trickery.  
Then, when she thought he was 'part of their little group', and the others had grown to trust him to, that's when he'd exact his revenge on her and possibly the others soon afterwards. When he had all the energy he needed, he would try again to find his hive, and they'd take this stupid little town and all the others with it!

He smiled sinisterly to himself. Maybe his mother would keep the yellow filly alive just enough to transform her into a Changeling, or even a servant to feed off of for years, and he couldn't wait for it.

Quickening his pace, he had gone into the gates eagerly. However, as soon as he came in, he noticed some of the ponies, which were just as awfully colored as their buildings, look or glance at the new pony in their town.  
He slowed down and became apprehensive about the eyes on him. It really wasn't that many, but his paranoia made it feel like thousands were looking.

Maybe this wasn't such a good idea after all. Maybe it really would have been better for him to take his chances and replicate a pony. He didn't know he'd be sticking out like a freaking sore thumb!

Just when he was about to consider making a bee line back into the forest, a very hyper and eager pink pony popped right into his face, nearly making him jump out of his skin, "HI!" she squealed, not making his racing heart slow down any faster, "I'M PINKIEPIE! WELCOME TO PONYVILLE NEWBIE!"

He only blinked at her when she threw herself on him and gave him a nearly crushing hug.

What in the name of Queen Chrysalis had he gotten himself into?

* * *

_Yeah yeah, I know it's stereotypical to turn him into a pony but come on. He's still a Changeling, he's just in disguis. Question is will he go ahead and eat Pinkiepie if she keeps bothering him?_


	4. The Newpony in Town

_LOL this chapter is a little funnier than it should be.  
I have come to the discovery that writing for Pinkiepie is absolutely FUN._

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_Chapter 4: The Newpony in Town_

Immediately after this pony hugged him he pushed her right off and nearly hissed at her, but bit his tongue to keep from doing so.

The pink pony with dark pinky poofy hair, or 'Pinkiepie' as she called herself, spinned once from his force and plopped down in front of him, "Whoa! You're a pretty strong stallion! Almost nopony's able to break my special Pinkie hugs!" she did a high-pitched giggle followed by a few snorts that made him grimace.  
This pink pony, he recognized her as one of the six. But by Equestria, he didn't know she was this _irritating._

Her giggly voice and attitude right down to her very NAME just added to the anger he held towards the mare for her involvement in Canterlot! Now he REALLY hated ponies.

He had to bite his tongue again to keep from growling when she zoomed back over and took his hoof. Before he could object she started shaking it up and down so high, hard, and fast he thought she was going to pull his arm right off, "Welcome to Ponyville Newbie! It's nice to meet someone different!"

He didn't know how to react other than quietly ask, "H-how…did you know…I was new?" His voice came out scratchier than he wanted, but it would do. He also was speaking a little slow, learning carefully.

The pink filly didn't seem to notice his delay and responded with glee in one breath, "That's easy! I know just about every pony here in Ponyville and I saw you enter just know and I was all like-" she gave a huge excited gasp her lungs didn't seem capable of; "OMG NEW PONY! And because you were all specially new I just had to meet you Newcomer!" She continued to shake his hoof up and down very hard. He inwardly hoped that she would just stop it, but she just went on, "And now that you're here you can meet and see everything and everyone! Oh I have so many good friends I'm sure you'll love them all!"

The Changeling held his now throbbing arm when she released it but was forced to lean back once she got in his face again, "SSSAAAYYYY." She exclaimed loudly, "You have really pretty eyes! I mean my eyes are blue but they're more of sky blue they aren't an ice blue like yours! You're so lucky to have such pretty eyes!"

He was shocked. Pretty eyes? Him? Man what was this poofy-haired pony on?

"They remind me of peppermint candies on cupcakes! OOOOOHHH do you want some cupcakes? Ponyville has some of the best sweets and goodies around in Sugarcube Corner! I can get you some if you want!" she cried out loud.

He was becoming more and more uncomfortable, even frightened, of this overexcited pink puff. The more excited she got, she more she leaned towards his face. Did she know what personal space was?

She was still talking when she finally asked, "Wanna tour of Ponyville?"

"Erm…" that was the only word he got out when she took his hoof and forcibly pulled him along with surprising strength, "Great! Come on Newbie lets sing a song alone the way."

He didn't like the sound of that at all, "Uh…wait-I don't-"

"OOOHHHHH!" she inhaled and broke into a happy tune, "We're going though Ponyville, Ponyville, Ponyville! We're going through my happy town so I can show you 'round! Yeah! Sing with me buddy!"

He gave her a snarl that almost made her jump, "I-don't-sing." He said it harshly and one word at a time, hoping that would put her in her place.

Her smile didn't falter though as she just said, "Aw, someone's being a grumpy-grump-grumpy pants! All you gotta do to fix that grumpiness is smile!" She stopped bouncing along and tugged at the corners of his mouth with her hooves, trying to force him to smile.

"Quit it!" he snapped, batting her arms away, "I don't smile either!"

She only gave him a mock pouty face and said in a silly manner, "You don't sing OR smile? Gee, you really are a grumpy grump! Hee-hee! Don't worry, a few days here and you'll be a happy pony in no time! You are staying aren't you? Or just visiting?"

The changeling hesitated. Of all the things he had prepared, a back story wasn't one of them, "Um…yes. I might be staying for a few weeks. I'm…uh…traveling…"

He backed away as Pinkiepie's face lit up, "That's so awesome! We have a Newcomer AND a Traveler come to Ponyville!" she grabbed his hoof again, "That reminded me! We got a town to explore on our own! Lets go to Sugarcube corner first so I can get you one of their oh-so-sweet Cupcakes!"

He didn't even know what the heck a Cupcake was, but it sounded disgusting. Before he could protest, the pink filly dragged him through the streets again. She also started to hum her stupid tune too, "We're going though Ponyville, Ponyville, Ponyville! We're going to Sugarcube Corner to get us some sweet food! Yay!"

The Changeling felt like pulling his ears off. This was torture in of itself! Oh, how could it get worse?

But it would, and it will…

* * *

"Go on! Try it!" Pinkiepie insisted to the disguised Changeling as he looked down towards it. She had placed a pastry with colorful paper wrapping on it before him and it had bright green frosting mixed with pink 'sprinkles' as she called them. This was what she called a Cupcake, and it looked gross.

He glanced over to the pink pony on the bar stool next to him. She had already scarfed down five of these pastries. Where did it all go?  
There was no way he wanted to eat something this brightly colored and sweet! Changelings didn't even eat physical things…

But if he was going to continue putting up his facade, he was going to have to comply with this demeaning task.

"Do it!" Pinkie pleaded now. He gave her the cheesiest, most awkward toothed grin he could and bent down towards the Cupcake. He pulled off the paper wrapping with his teeth and slid his tongue underneath the pastry and pulled the whole thing into his mouth, chewing it in uneven chomps.  
Pinkie was simply beaming waiting for his reaction, but the Changeling was trying his best not to gag. The Cupcake was just so _sweet!_ It burned his throat and put a foul aftertaste in his mouth, sweeter than the sweetest love he's tasted!

He looked at her, feeling like vomiting, but instead he gave her another awkward grin to falsely show he enjoyed the treat.

The mare giggled, "You're adorable when you do that weird grin, and a grin is like a smile so it counts!" She turned away for a moment to pick up a plate of more next to her, and when she did he quickly spat out what was left of the substance into a nearby plant on the counter.

"I'm glad you like it so much. It's my own special recipe with extra sugar!" He focused on the taste in his mouth. That would explain why it was so sweet…

"Want more?" She asked, holding another plateful out to him. He winced and shook his head, "No…I'm-uh-full…" "But you only had one…" when she started to give him a big eyed look, he started to panic. How was he going to get out of that?

Just then the bell rang as the door to the shop opened. Pinkiepie turned from him to the customer and exclaimed, "Rarity!" She put the plate on the counter down and hopped off the barstool.  
The Changeling gave out a sigh of relief and looked to them. There, Pinkie was talking happily to another pony he recognized, a unicorn with a white colt and a curled purple mane. Like with Pinkiepie, he had to keep himself from hissing at the unicorn known as Rarity.

"Oh yes Pinkie, I think your new Cupcake recipe is to DIE for…" she said in an upper-crust tone before turning her attention to him. She broke her conversation with Pinkiepie and gave him a smile, "Oh? And who is this? I've never seen you around before."

Pinkie pulled the disguised Changeling down from the barstool and pointed to him, "This is my new friend! He's just came here! He said he's a traveler!"

"Ooo, a traveler?" Rarity fluttered her long eyelashes at him. This action was confusing. Was there something in her eyes?  
"That must be fun! Oh I bet you've been to more interesting places than our humble little town…" she took one of his hooves and smiled again, "May I ask your name, prey tell?"

He opened his mouth and it hung there. A name! Oh crap how could he have forgotten about a name?

"I uh-erm…my name is…" he racked his brain for anything, anything that would pass as a stupid little pony name. Putting two words together, he quickly blurted out, "D-Darkhorn…my name is Darkhorn." Lame, but it worked.

"Well Darkhorn. Your blue hair is simply lovely." She tugged it a bit without his permission, "Is this a natural blue?"

"Um, yeah?" he answered with uncertainty.

She gave a loud gasp and pulled at him, "Wow, it's very nice. Where are you from?"  
"Uh…" he thought of the only place he knew of, "C-Canterlot…"

"Is that so?" She flicked her mane, "Well, I myself had always wanted to live there, but our friend Twilight actually came from there. Do you know her?"

"No…" he honestly didn't know, "I don't…it's a big…uh, kingdom."

"I see…" She inspected him briefly, "Hmn, would you mind coming down to my boutique and helping me out with some outfits I'm trying? I've been in a bit of a slump right now and I think I could draw inspiration from your unique color-scheme."

Oh no, there was no way he was going to be stuck with TWO crazy ponies, "I don't think-" "He'd love to!" Pinkie interrupted, hanging on him, "We were gonna stop by Applejack's later, but we can stop by yours first!"

Rarity gleefully clapped her hooves, "Perfect! Ooh thank you both. This could really help me get out of my slump! Come along right away darling!"

He was tugged along now by not just one eager pony but two, inwardly begging to get away.

* * *

"Oh yes that's marvelous!" Rarity stuck another pin into the dark black fabric wrapped around Darkhorn. He glanced in desperation to Pinkiepie, that watched with joy.

"Rarity it looks great so far!" she praised, "I think it could use more rubies along the lining though."

"My thoughts exactly dear." Rarity agreed, using her magic to lift up more gems from her little treasure box and pinned it to the lining of the cape she was making around him, "Ah, lovely. It's dark, it's dangerous. It will be perfect for the start of the winter collection! Dark colors are on the rage at this time of year you see."

The Changeling looked from them to another pony in the decorated room. A little white filly with swirly pink and purple hair by the name of 'Sweetiebell', and apparently Rarity's sister. Her being related to Rarity already made him despise the brat, but he was desperate here. He mouthed at the child a silent, "Help me."  
The girl only giggled at him and left the room. His ears folded down in sadness and Rarity commented, "You know Darkhorn, it's a little strange for a stallion your age to not have a cutie mark."

He glanced down at her and wondered what the heck she was talking about. She pointed out her own, which were blue diamonds. He could see Pinkies were balloons, "We all got ours when we were just foals, but what about you? Have you not discovered your special talent yet?"

He was really kicking himself not having one now, "No…"

"Well, don't worry about it. I'm sure you'll find your talent soon. Just be careful. Some of the ponies tease others who have blank flanks." She pulled at the fabric, "And…done…" Rarity pined another piece to the flashy winter coat and looked to Pinkie, "This needs just a little bit something extra. Maybe some diamonds? Pinkie can you come with me to find some?"

Pinkie nodded and bounced back with her. Rarity turned to him, "Don't move Darkhorn, I'll be right back with a few more outfits for you to model."

He only nodded, and as soon as they were both out of sight he pulled the cape off and made a bolt for it right out the front door. There was no way he was sticking with those two crazy mares any longer! He didn't know where he was going, but so long as it wasn't there he was satisfied.

He ran out of the boutique and into the street so fast he didn't look where he was going and hit something really hard. He fell to the ground, dizzy, and looked up to a pale orange pony with a cowgirl hat and white freckles on her cheeks, "Oh my!" She helped him to his feet, "Sorry there hon, didn't see you there."

She shook his hoof heartily, and his arm was already sore thanks to Pinkiepie earlier, "Say, you look new here. Well howdy! Name's Applejack. What's yours?" Her accent was strange, much different from the other ponies.

He kept from glaring at this mare he knew from Canterlot, "Darkhorn." He said gruffly, his patience starting to wear thin.

"Well, I would show you 'round here, but I'm kinda in a hurry." She picked up a brown paper bag she apparently dropped when he bumped into her, "I have to work double-shift at the Apple farm today and I was just droppin' off this book I borrowed from Twilight. Since you're new here, you should probably meet her. She's a magic user, like you." She pointed to his horn, "She could teach ya some real fancy tricks!"

Oh no, not another, "That's nice but…you don't have to go through all the trouble-"

"Tis' none." Applejack interrupted and pulled him with her, "She'd love to meet someone new! You know, only about a year ago she was new herself."

Darkhorn moaned slightly, but at least it was better than being stuck with Rarity or Pinkiepie.

* * *

Meanwhile, while the Changeling was being dragged to Twilight's home, Fluttershy was being helped out of the hospital bed by Rainbowdash, "Looking better already. You sure you're up to speed?"

The yellow Pegasus flexed her wings, "I'm still a little stiff, but the poison should be wearing off, and the nurse says they found no traces of disease or infection."

"Great." She thanked the doctors and helped guided her out of the hospital and started walking with her to her cabin, "Come on, I'm sure you wanna go back home and see your animals again." Fluttershy gleefully nodded, "Oh yes, I've missed them all so very much!"

* * *

Darkhorn was brought to a very large tree…that was a house…in the middle of Ponyville. She knocked on the door, "Twilight should be excited when she sees you. She doesn't come across Alicorns very much." The Changeling looked behind him, hoping there was a way he could sneak off without her noticing.

Before he had the chance, a lavender colored pony with dark purple and pink striped hair and purple eyes answered the door, "Hi Applejack!" she hugged her and looked to Darkhorn, "Ah, and you are?"

The Changeling gawked at the mare before him. This was the one! This was the leader of the 6 mares that helped take them down!

* * *

_Just in hindsight, Pinkiepie is not flirting with the Changeling...  
What's 'Darkhorn' going to do now?  
_


	5. Party Plans

_Chapter 5: Party Plans_

The Changeling was overwhelmed with anger at the mere sight of her. He dug his hooves into the ground, struggling to keep a hold of himself else his cover would get blown.

While he stood there holding his breath, Applejack and Twilight just glanced at him awkwardly and looked back to each other, "This is Darkhorn, Twilight. He's an Alicorn as ya can see." Twilight became a little excited and gave him a once over, "Oh wow he is! Pardon me I just barely saw your wings there. Welcome to Ponyville." She held out her hoof, "I'm Twilight Sparkle. It's nice to meet you."

Hiding his gritted teeth, he gave her a nod while he shook her hoof.

Funny, Twilight could have sworn she saw a hint of hate in his ice eyes.

Applejack shook her from her thoughts by handing her the brown bag, "Here's your book back. Thanks. It was an interesting read, but so sad." Twilight smiled as she lifted the bag from her with her unicorn magic, "I'd knew you'd like Old Yeller. I'm just sorry it wasn't a happier tale."

She turned her head and placed the bag somewhere inside the tree, "Would you two like to come in? I made some hot cocoa cause it seemed like a gloomy fall day."

Applejack shook her head, "Thanks but no thanks, Twilight. I'd love to stay n' chat but I best be goin'. Big Macintosh busted his hoof Apple buckin' this mornin' so Granny Smith said I gotta work extra today, until it showers that is."

Twilight looked a little disappointed, but she understood, "Okay, I see. Well, you go do what you have to. Though Applejack, are you going to be able to make Pinkiepie's 'You're better!' party for Fluttershy later?"

"Sure, I should be able to get off just long enough." The orange mare tipped her hat to them, "See y'all later. I better get hoofin'." With that she galloped away from them in a hurry.

When she was out of sight, Twilight looked to Darkhorn, "She works at Apple Acre Farms, so she's almost always busy. Have you been there?"  
Of the places Pinkiepie tried to force him to, he hadn't seen a farm, "No…" When he spoke, he prayed his voice was disguised just enough for Twilight to not recognize it as her brother's. There was no falter in her gaze though and she just said, "Well, would you like to come in for some cocoa? I mean, I know you're a stranger and all but Pinkie always says it's nice to make new friends…"

He was getting tired of all these delays! He just wanted to find that one stupid pony! And so far he was running into everyone BUT her.  
The Changeling couldn't just ask Twilight where she was as it would just draw suspicion, so he tried to refuse, "No thanks. I'm kind of bus-"

Two voices calling him interrupted his sentence, "Darkhorn!" they called in unison. He spun around and saw Pinkiepie and Rarity looking for him.

He panicked and turned back to Twilight, "I change my mind! Hide me!" She blinked a few times at him, "Uh, what?"

"No time to explain! Just hide me!" He dropped to her hooves and pointed frantically to the ponies on their way, "I don't want to deal with them right now! That pink one won't stop talking and I swear the unicorn was going to play dress up with me all day! Please hide me!" He put his two front hooves together in a pleading motion, "Don't let them take me back!"

This was such an embarrassing display, but there was no way he was going back to that boutique with them!

Twilight hesitated, but then chuckled to herself at the ridiculous Alicorn sprawled out before her. Pinkiepie and Rarity were her best friends, but they could come on a little strong sometimes. His reaction reminded her of when she first came here. What was the harm in humoring him, "Heh-heh, alright. Go ahead inside."

He sped past her into the tree house so fast it almost made Twilight fall down. He didn't even bother looking at his surroundings and just hid upstairs under some covers, peeking his head out slightly to watch the confrontation.

Shortly after he disappeared inside, Rarity and Pinkie approached her, "Hey Twi." Rarity greeted, "Excuse the intrusion, but have you seen an Alicorn around by the name of Darkhorn? He's tall, grayish-brown, stunning blue hair?"

For a brief moment, the hiding Changeling thought Twilight was going to rat him out, but instead the purple mare shook her head at them, "Sorry guys. Haven't seen any pony by that description or name. If I do I'll be sure to let you both know."

Rarity did a little stomp with her hoof, "Well drat. If you do see him please direct him back to the boutique, I still have many questions to ask about his travels."

Pinkie bounced, "And let him know I want him to come to Fluttershy's party! I know he's new and but this would be a great way for him to mingle with us! He's a really good listener you know."

Yeah, he was, but only because she didn't' give him a chance to talk.

"Irritating…" he whispered, but then stopped. Did…did he just talk out loud to himself?  
That was strange. The pink pony must already be rubbing off him.

"Don't worry; I'll be sure to tell you both. In fact, he might not be too far." She glanced behind her subtly and gave him a quick wink.

"Alright, well, see you this afternoon." Rarity and Pinkiepie waved goodbye to Twilight as she closed the door.

Darkhorn let out a sigh of relief that was cut short when the covers were pulled up slightly. He looked to whatever had done that and was shocked to see a scaly purple and green creature staring at him with big green slit eyes. He knew that this had to be a Dragon.  
The Changeling had lived his whole life in the hive and forest, so had never seen a Dragon before. Dragons had too much greed and too little love, and their size made them very dangerous. So Queen Chrysalis was disinterested in the mythical creatures.

"Uh, do you mind?" he tugged at the covers, "Why are you in Twilight's bed?"  
Twilight came up the stairs, "It's okay Spike, his names Darkhorn. He's just new here." The baby Dragon looked to her and released the covers, "Oh, okay…why is he in your bed then?"

Twilight chuckled and gave him a nudge with her arm, "He was just hiding silly. Apparently I'm not the only one impressed to have an Alicorn here. Pinkiepie and Rarity have taken a shine to them as well."

Spike tilted his chin up, "Oh, I get it now. Yeah, they both can be a little much together, but…" he snapped his head to the disguised creature, giving him a glare, "Let me make this clear. You better not try anything with Rarity…" His tone wasn't nasty, but he was obviously jealous.  
He suddenly sensed that there was a strong love he felt towards Rarity, and something just dawned on him.

There was more than enough love for him to feed off of before he reaches the yellow Pegasus, or was she the one called Fluttershy?

He would have to do it subtly, and he would have to not fill up. He needed some room for his true target after all.

He gave Spike quite a creepy smile that made the young Dragon turn from him and tug at Twilight's arm, "Uh, can I talk to you privately? Like, now?" Twilight didn't understand, but by Spike's expression it had to be important.

"Um, one moment." She gestured at Darkhorn and walked over with Spike towards the stairs. As they both turned away, the Changeling's horn and eyes flashed green only for a millisecond and zapped a little bit of the positive emotions from Spike.

This was only a miniscule amount, as it would have taken much longer feed him. It was enough to sate him for now though.

The baby Dragon felt a shiver slide up his spine as something left him. He didn't know what, but for some reason now he was a little tired and kinda grumpy.  
Suspicious, he turned his head around to Darkhorn. The seemingly harmless Alicorn stared back, giving him a sinister grin as he felt some of his hunger subside.

Spike frowns and turned his head back, following Twilight downstairs into the Library.

Spike thought they were out of earshot, but the Changeling wasn't stupid. His hearing was better than a pony's and he could hear what the two were saying.

"Well that was rude." Twilight said.

He heard Spike whisper, "There's something up with this guy. He just seems…weird…"

"Spike! That's not very nice to say. He's our guest!"

"Yeah, but just…well…ugh" he could hear them shuffling, "Sorry Twilight, it's just I suddenly feel like I'm in a bad mood or something. I don't know…"

Darkhorn frowned. Perhaps he had accidentally taken too much love from the Dragon at once…

"It's alright Spike, you probably just haven't gotten enough sleep again."

"You could be right Twi, I think I'll go take a nap right now…" He heard more movement and watched Spike come out the stairs and crawl into a small little bed next to Twilight's that Darkhorn was sitting in. He curled up into a small ball and just in a few seconds fell fast asleep.

The Changeling must have taken more out of him that he thought.

This was bad. That little Dragon was getting suspicious, and if that went on everyone else could get suspicious too. He needed to leave as fast as he could to prevent more unwanted attention.

Just then there was another knock on Twilight's door and she went to answer. Instinctively, Darkhorn believed it was Rarity and Pinkiepie again, so he hid right back under the sheets. He heard Twilight open the door, but instead of it being either one he heard her say, "Hey Rainbowdash!" He peaked from underneath the covers and saw a light blue Pegasus with a rainbow colored mane and magenta eyes.  
He snarled into the covers. Not only was she the 5th out of the 6 mares, but this was the one that knocked him out in the fight for Canterlot!

It took all he had to keep from springing from that bed and attacking her.

Suppressing his anger, he focused on eavesdropping, "Is Fluttershy out of the hospital and back home?" Twilight whispered secretly. "You bet." Rainbow glanced around and said in an equally hushed tone, "Fluttershy's at her cabin feeding her animals right now. My guess is she's going to be in her backyard for a while."

Twilight did an excited giggle, "Perfect! She'll be so distracted that we'll be able to set up the party inside the cabin! She'll never expect it." Twilight looked past Rainbowdash and to the darkening sky, "I just hope we'll be able to put everything up in time before it rains again. If it rains and we're still not ready she'll walk right in on us and ruin the surprise."

"Don't worry about it." Rainbow pushed Twilight slightly, "Her cabin isn't that far remember? It's just down the road."

Darkhorn's ears perked up.

_Just down the road…huh? _He thought and smiled evilly.

"Besides, you have the fastest Pegasus around, remember?" the blue pony hovered into the air, "I'll help you get everything up before she bats an eyelash."

Twilight smiled, "Good. Now, before you go pick up the cake at Sugarcube Corner, I want you to meet someone. He's new here in Ponyville."

Rainbowdash pondered slightly, "Oh, wait, you mean that dark Alicorn that everypony's been talking about today? Everypony's seen him but me and I wanna meet this guy." Rainbow twirled a bit in the air, "Alicorns are supposed to be great fliers! I wanna see if he might have any tricks to teach me."

The purple mare laughed at her, "His name's Darkhorn, and that's funny you should say that. I had equally heard they were good with magic. Princess Celestia, Luna, and Candence seem to support this theory, so I wanna see if he might be able to teach me a few tricks too."

Rainbow flew inside, "Well what are we waiting for? We can ask him together? Where is he?"

Twilight came inside and closed the door, "He's hiding upstairs. Apparently he's made quite an impression on Rarity and Pinkiepie…"

Rainbow gave out a hearty chuckle as she followed her friend upstairs, "That's not surprising at all."

They reached the top of the stairs to say hello, but Darkhorn was gone. Twilight's sheets were empty and the door to the upper floor had been left open. Spike was curled up and asleep, so he didn't hear or see anything.

"That's weird…" Twilight said, looking around, "He must have snuck out through the window when I was talking to you."

Rainbowdash looked out the window, but saw no Alicorn, "I wonder where he went?" She looked over to Twilight in slight disappointment, "I guess we'll have to ask him for lessons later…"

Twilight sighed and closed the window, "Come on Dash, lets go get that cake."

* * *

Meanwhile, the Alicorn was trotting down the street as fast as he could but also tried to not cause extra attention towards himself.

He knew where she was. Now that he had gotten his bearings and gone down the road like 'Rainbowdash' had said, he could sense her familiar presence.

She would be alone with her animals, and it was a good time to start feeding again.

And he was hungry.

* * *

_Well, it seems he now knows where Fluttershy lives? What's the Changeling going to do now?_


	6. Angel's Discovery

___Sorry these past few Chapters haven't been very interesting. It's just a lot of buildup to lead to the good stuff, which trust me will be worth the wait my readers. However, at least in this Chapter there is some 'slight' cuteness, so I'm getting there._

* * *

_Chapter 6: Angel's Discovery_

It wasn't long before the disguised Changeling came down towards the house he figured must be Fluttershy's cabin. He looked to the…um…mailbox, yes that's what it was, and saw the words painted on it in bright pink and yellow colors. He couldn't read the strange symbols though, and simply figured by the colors this was her place. If he could read the mailbox, it would have said, 'Fluttershy'.

Darkhorn walked towards the wooden cabin, and it was quite different than the other places he's seen around town.  
Sure, it was just as horribly colorful as the other buildings, but now that he looked at it, the cabin was like a painting. Something out of a garden party in Canterlot or something. It had a picket fence, a moat, trees, nests, flowers, all the works.

Though usually her house was covered in colors like green and purple, at this time of year the leaves were hues of brown and orange.

He walked towards the cabin, looking for her and calculating how he was going to handle this. He still didn't have enough energy to attack her again, so he would have to stick to his original plan of stealing it with deception. This was the usual way they stole love, and at the moment it was the safest route he had.

Right now, he was getting weaker to a point where he might just pass out from starvation. The little bit of emotions from Spike wasn't enough to sate him for too long.  
Changeling's appetites were voracious. They were always hungry and always had to consume.

Darkhorn peaked around the house, knowing that Rainbowdash mentioned something about her being in the back yard.

At first he didn't see anything in the grass covered plain, until the sound of something buzzing got his attention. He peered to the left a little more until he found a pretty big beehive. He knew what a beehive was; he's seen several of them in farms.

A little more to the left he was able to see her, that yellow Pegasus with the pink mane. She, or Fluttershy, was…talking to the bees? He heard bits and pieces of what she was saying over the buzzing, but he didn't really care about her words and paid no attention to them.

He was more focused on how close she was. Finally! After all this annoyance the mare he hated most of all was right there within reach. Oh, if he was only a little stronger he would just finish her off right now.

Fluttershy was sitting near the bees, but for some reason she wasn't being attacked or stung.

She had another flower basket (how many did she have anyway?) with her and was handing some brightly colored flowers to them, "Here you go little bees." She said in the soft tone he remembered so well, "There's plenty of pollen for everyone. Be sure to make plenty of honey this year for me, and for yourselves to! Don't want you to starve this Winter my friends. I'd hate to see that."  
He watched as the swarm swirled around her head so fast it made her hair flick. She let out a giggle, not an annoying one like Pinkie's but something like a dainty laugh, and smiled to the insects, "You're welcome. I think you're all sweet too."

He only blinked at her.

_Talking to bugs? ...she's really weird. Then again, who am I to judge?_

Suddenly, she started to hum a little tune to them. In comparison to Pinkiepie again, this tune wasn't hyper or happy but rather relaxed and soothing.

He leaned his head against the wooden wall of the cabin he was hiding behind. His ears perked and listening to the melody. For some reason, this song made something swell inside his chest. It was a smooth wave of calmness he's never felt before except maybe when sleeping.  
Somehow, it was affecting him, and he didn't know why.

He closed his eyes and started to drift off, getting lost in the notes the mare was emanating.

Just when he was about to remain that way for a while, he shook himself out of the trance. He had no idea what had come over him in those few moments. He realized how much he absolutely hated his tingly feeling in his abdomen and her song.

It was so sweet, so calm, so precious and _**cute **_it was just disgusting. He writhed at the idea that he actually considered drifting off into her song and became rather embarrassed by it.

_Focus…_he encouraged himself…_come on, you have to focus on what you came to do. This target will be easy, it'll take time but it will be worth it. Now, how to approach her?_

He was so distracted thinking about this that he didn't notice a familiar bunny come along until he bumped right into his leg.

Angel had been busy getting some more flowers for Fluttershy and hadn't been looking where he'd been going. Normally the rabbit wouldn't help with chores like feeding the bees extra this time of year, but he had just gotten over his injuries thanks to Fluttershy. He figured he owed her more than usual.

The bunny fell down; dropping the flowers he was carrying. After he rubbed his head a few times, he looked up to the ominous Alicorn glaring down at him.  
He defiantly remembered the stupid white bunny.

For a moment, Angel seemed confused, until a peculiar scent hit him. It was the Alicorn before him, but what was weird is he didn't smell like a pony at all. Instead…he smelled really different, and familiar. The way he glared at him with those ice blue irises-  
Angel's black eyes widened in horror as his sixth sense helped him realize who it really was. Or, rather WHAT.

The bunny bounced to his feet and hopped frantically to Fluttershy. Darkhorn tried to stop him with his arm, but Angel was too fast and scurried right past him.

A very un-pony like growl escaped his chest when Angel reached the yellow filly and began tugging on her mane like he did when Darkhorn first encountered them.  
Fluttershy jumped as if a snake had bitten her, "Ow! Angel you really have to stop doing that-" then she turn to face him.

He was really starting to hate that rabbit.

Fluttershy blinked a few times at the stranger before her, and then immediately bowed her head from him, her long hair covering most of her face, "O-Oh…excuse me, I didn't see you there and um…" her voice trailed off into a squeak so quiet not even the Changeling could understand her.  
Just like when she had first met Twilight, Fluttershy was, well, shy around this new pony and kept her gaze on the ground. What made it even more embarrassing was that he must have heard her humming to the bees.

She pawed the ground nervously with her hoof, "Well, I, erm…Hi…" she whispered, "Did…did you hear any of that?"

Darkhorn cocked his head, "Yes." He said it bluntly.

"Did…did you like it?" she still didn't look at him. She was very sensitive about her singing, as usually only animals heard it, not ponies.

The stallion in front of her just shrugged, but didn't answer.

"Oh…" she pawed the ground more, but then Angel was pulling at her leg, "Angel bunny what is the matter?"  
Angel was pointing frantically to the Alicorn and was jumping up and down, "Uh, yes Angel I see him." The bunny shook his head at her and was desperately trying to show that this stallion he wasn't what he seemed. When Darkhorn walked a little closer to them, the bees suddenly retreated back into their beehive.

Getting a little nervous that she might catch on, he interrupted the bunny's antics by saying very loud, "My name's Darkhorn. What's yours?" He already knew her name, but he had to keep up the ruse that they had never met.

Fluttershy bowed her head a little more and squeaked something. The Changeling leaned a little closer, "What was that?" She moved her face so that her hair was covering half of it and muttered something, but she was still hard to hear, and she was still avoiding eye contact.  
"I still don't understand." He leaned in a little bit closer.

She finally said it loud enough this time, "Fluttershy…" When she looked from the ground back to him and realized he was only a few inches from her face, she immediately recoiled from him, "S-Sorry…" she pawed the grass more and was trying to hide her face. She was obviously very bashful around him, "I-It's nice to meet you Darkhorn…"  
She drew her gaze back up at him, her cyan eyes peeking through her mauve colored mane, "Erm…if I may say so. You look kind of familiar. Have…we met?"  
He bit his lip, "No! No we haven't…I was just stopping by because I'm new here…and…this cabin looked different from the other buildings and I was…curious."

He was a bad liar, but Fluttershy was trusting, "Well…" she lifted her head back up and said gently, "You caught me in the middle of feeding the bees. You see, you have to be extra kind to them else their honey won't be as sweet. It's a trick I was taught by Granny Smith down at Apple Acres." Angel pulled at her more, but she gently pulled her leg back, "Now now Angel, I'm talking to our guest."

He kinda nodded, not really caring. He's never even tasted that nasty honey-stuff.

"At this time of year, I sell honey after Applejack and her family is done selling their Apple Cider. It's my own little hobby, and the bees and I really enjoy it. Every other pony also seems to like it too." She turned her head to glance over her shoulder, "But they've been taken care of for now, and I still need to feed the other animals…"  
She stopped, seemingly hesitating, "I know we've never met…but for some reason, i-if you don't mind me saying, I…I feel pretty comfortable around you." Her expression brightened, "Would…would you like to help me feed the animals? I-if that's okay…"

He thought for a moment.

Her trust, it was so innocent. So naïve. So _WEAK_.  
This would be easier than he thought. She'd be too distracted with these stupid animals, "Sure."

He took another step towards her but Angel stomped on his hoof. It didn't hurt, but it was enough to startle the Changeling and cause him to yelp. Angel then hopped back and blocked his path from Fluttershy, looking up at him sternly. Darkhorn glared right back.

They both stood there, trying to intimidate each other, when Fluttershy pulled Angel back, "Angel, that's very rude!" she scolded, "You shouldn't stomp on anypony's hoof! Especially not a guest!"  
The bunny frowned and pointed to Darkhorn, trying to tell her something, but she shook her head, "No Angel, that was a very mean thing to do." She put him down and gave him a stern look, "You think about what you've done Mister bunny."

She turned slightly and gestured at Darkhorn, "I'm sorry about that. Usually Angel behaves himself around guests." She started leading him away to the yard.

Darkhorn nodded and followed, "It's okay, I'm sure he didn't mean it…" he said the last few words sinisterly and looked down with a smug smile to Angel. He knew the rabbit knew his secret, and Fluttershy was none the wiser.  
Angel gave him a warning stare, but Darkhorn pushed him over onto his backside and continued after her, his eyes flashed green briefly. Angel looked on with worry as he struggled to get back to his feet.

Fluttershy walked over and picked up what seemed to be a bag of bird seed. She ripped it open with her teeth and took some out with her hoof, "This is for my little feathered friends. You like animals, don't you?"  
He gave her a shifty look, "Uh…yes?"

She nodded and scattered the seeds in front of her. Almost immediately a group of colorful birds flew down from the trees and began pecking at the food. Fluttershy gave a small giggle, "Aren't they cute when they eat?"  
She didn't wait for him to answer as she just tugged the bag to him, "Go ahead Darkhorn."

He looked from her to the bag of seed, regretting getting involved, and picked up a hoof full of the bird food. When he walked towards the birds to give them some, the birds looked to him and immediately started chirping and squawking in fear. Then they all fled from them and hid away in the trees, terrified.

Fluttershy put a hoof to her mouth, "Oh my…I've never seen them so riled up before. It must be the storm coming that has them on edge…"

She looked to Darkhorn apologetically as he dropped the bird seed, "I'm so sorry about this. I have no idea what's gotten into the animals today."

The Alicorn only shrugged again, "Guess I'm just intimidating to them." But he couldn't help but let a smile slip from her view. He liked the idea of being scary to others. Usually everyone was afraid of his mother rather than her minions.

Fluttershy turned from him, "Well, I'll go see if I can persuade them back. Maybe they just need to get used to you is all…" While she was turned, he decided it was time to strike. Darkhorn moved up behind her and his horn began to glow.  
There was so much love she held, it would be just so easy to take some of it…

His eyes began to glow with his horn, when suddenly, "Fluttershy!"

He cursed himself as he backed off from her. The yellow mare turned back around to meet Rainbowdash flying down to them, "Hey!" she opened her mouth to say more but stopped and looked to Darkhorn for a, "Sup? You must be the new pony. Name's Rainbowdash." Then went right back to Fluttershy as if he wasn't there, "Listen! I…uh…need help. It's Tank."

The Changeling had to keep from rolling his eyes.

_These ponies are crazy!_

Fluttershy frowned, "Oh no, what's wrong with the little tortoise?" Rainbow looked around, "Erm, he uh…has a stomachache. Yeah, that's it! He's got a stomachache and needs help."

"Poor thing…where is he?" Fluttershy asked. Dash pointed towards her cabin, "I-uh-I dropped him off in there. I hope you don't mind, I just didn't know where else to put him…"  
"That's quite alright. Let's go see him." Fluttershy hovered with Rainbow back towards her cabin.

Darkhorn stomped his hoof angrily into the ground and followed after to see what the commotion was.

Rainbow led Fluttershy to her cabin's front door, Darkhorn just behind them, and opened it with one of her hooves. It was dark inside, "He's in there." She said.

Fluttershy walked inside, unable to see much, "Hello? Tank?" she leaned over and turned her light switch on, to which her four other pony friends jumped out, "SURPRISE!" they all shouted in unison. At first Fluttershy squealed in surprise, but then joy, "Guys! You remembered!"  
Of course we did silly!" Pinkiepie gestured at the brightly lit banner that said 'You're all better!', "After you got out of the hospital we just had to throw you a party to celebrate your better health!"

"Yeah, sorry I had to lie to get you in here." Rainbow sheepishly said, "I just didn't want to spoil the surprise."

The yellow Pegasus smiled as her friends gave her a group hug, which made the Changeling gag.

Before he could hide though, Pinkie noticed him and pulled the Alicorn inside, "Darky! There you are! You're just in time to join the party!" She gave him a death hug that he was barely able to pull out of.

Twilight popped some confetti, "Good to see you here, new guy!"

He didn't know what to do now, but he couldn't escape with them all looking at him. He did, however, notice Angel trying to hop inside and warn the others about him. Fluttershy might have not been able to figure it out, but the others might.  
Nonchalantly, he kicked the door closed in front of Angel, causing the bunny to hit it with a thud.

No one noticed though as Pinkie cranked up her boom box, "Let's get this party started!" she jumped around and ran to a corner of the room with a bat, "I get first swing at the Piñata!"

Rainbow put her arm around Darkhorn and forced him to follow, "Come on! This will be fun!"

_Uh oh…_

* * *

Outside, the white bunny rabbit was recovering from a dizzy headache after he just took a door to the face.

When his head stopped ringing, he could hear the music pumping from his owner's cabin and the ponies partying inside. Angel knew that they were with that horrible Changeling that attacked Fluttershy, and no one could see it! And now there was no way he could warn them!


	7. The Piñata Incident

_This one isn't very long, but to be honest I wanted to end it at somewhat of a cliffhanger..._

* * *

_Chapter 7: The Piñata Incident_

He was dragged over with the group around the 'Piñata'. Pinkiepie had already put on a blindfold and was swinging a bat around like crazy. The Piñata was in the shape of a giant purple striped star.

He only stared at her in confusion, "Uh, what's she doing?"

"It's a Piñata silly." Rarity huffed, "Don't they have any in Canterlot?"

He shook his head, "I've never seen one. How do they work?"

"It's easy!" Pinkie exclaimed as she swung again, "All you have to do is hit it hard enough with a bat and candy pours out! It's one of my favorite party games!"

She swung the wooden bat again, nearly hitting Rainbow Dash, "Ah! Careful Pinkie! You could really hurt someone with that thing!"

"Sorry about that." Pinkie giggled, making a wild swing at the Piñata again, nearly grazing it.

While those three were distracted with the party treat, Darkhorn retreated away from them and to the remaining mares. Twilight and Applejack were jamming to the annoying pop music from the radio and Fluttershy was merely watching from the side, having some of the cake they had brought her. She was going to hop in soon, she just didn't know when.

In the middle of dancing, Twilight spotted him, "Hey Darkhorn!"  
He flinched as he came towards her, "I'm glad I could catch you again!" she called over the music, "Listen, I was wondering if you could maybe show us some magic tricks while we're here! I've met only three Alicorns and they were all great magic users! So I was wondering if you could give me some pointers! Can you do that?"

The Changeling grimaced. He didn't know any magic! The little magic he had was being able to charge his horn for lunges, shape shift, and absorb positive emotions, nothing else.

He looked around, trying to make up an excuse to get out of this, "Ah-actually Twilight. I'm not a good magic user. Nope, I'm practically an amateur at it in fact. Sorry but I can't help you there…"

Disappointment crossed the purple unicorn's face, "Oh, I understand." She then smiled, "Well, if that's the case, then I'm going to have to give you pointers some time! It'll be fun!"

"Yeah…fun…" Not long after he said that the music ended for the next song. He and the other two headed over to the food table where Fluttershy was.

"This cake's really good." Fluttershy praised out loud, "I'm going to have to send Mr. and Mrs. Cake a free jar of honey as a thank you. This was really sweet." She put down her plate onto the table next to Darkhorn, and that's when he realized something.

Fluttershy had a bandage wrapped around her right hoof and went halfway up her arm. The Changeling knew that it was where he had bitten her back in the woods.

He glanced away from the bandaged wound, but Fluttershy noticed that he had spotted it, "Looks bad, doesn't it?" She asked quietly. He slightly nodded.

"Oh, right. We didn't tell you why she was in the hospital, did we?" Twilight asked, looking quite upset, "She was attacked by a monster in the woods. It's called a Changeling, we've encountered them before."

Darkhorn glanced to the bandage on Fluttershy's arm once more and tried to sound dumbfounded, "Huh? What's a Changeling?"

Twilight's brow furrowed, "The Changelings are creatures that look like a cross between a bug and a pony. These horrible monsters feed on love and happiness to get stronger. They steal it and deplete the victim to a point that they just become a husk. In Canterlot it almost happened to my brother when their Queen tried to take over Equestria." Her expression became hateful, "I'll never forget what they did to my brother and Cadence. Of all of the enemies we've encountered I hate the Changelings the most."

The Alicorn gave a short gasp as he felt a wave of weakness wash over him. He had no idea where it came from, but suddenly his hunger for positive emotions increased ten-fold. He was having trouble standing and started to lean on the snack table.

Rainbow Dash continued the conversation with anger, "They would have enslaved us all if we hadn't helped stop them!" She playfully nudged Fluttershy, "Fluttershy here was really a brave pony when she kicked that no-good insect smack dab in the face! She said she almost broke the jerk's jaw, ha!"

Fluttershy meekly looked down, "I-It wasn't something I was proud of. I…I just got so mad and…oh…I hope I didn't hurt him too badly. The creature was so scary, but he also looked so desperate. I don't think he would have attacked me like that if he wasn't so hungry…" she lifted her wounded leg up and looked at it sympathetically.

He couldn't believe it. Out of the other ponies the one that happened to be attacked was the sympathetic one? What's wrong with her?

Rainbow Dash grumpily drank some punch, "You really should stop feeling bad for him Fluttershy." She muttered, "I hate him for what he did to you…"

Another gush of weakness hit him and he suddenly staggered, becoming disoriented. His eyes began to darken and he put his hoof to his head.

It didn't take him long to figure out what was wrong with him.

Their anger, their hate, it was directed towards him and him alone. In his weakened state, it was only making him weaker. Normally his kind could resist hate directed towards them, but not by themselves. Not when they were already so starved.

The disguised Changeling stumbled away from them and the table, the music becoming muffled.

"Darkhorn?" He slightly heard Fluttershy say, but was incapable of responding.

Disoriented, he stumbled across the wooden floor of her cabin, not noticing how close he was getting to Pinkiepie.

He suddenly heard the pink pony cry, "I got it now!" he looked up just in time to see an blind excitable pony whirl a bat straight at his face.

A loud _conk_ rang out, he saw stars, and his vision faded to dark.

* * *

After what seemed like an eternity of darkness, the Changeling was slightly aware of his returning consciousness. Then he felt something soft and cool being pressed towards his burning head, and it felt very good.

Slowly, his eyelids fluttered open to see two lovely aquamarine eyes staring back at him. He looked back, puzzled, and she spoke, "Oh good, you're awake."

Fluttershy smiled at him as he sat up a little bit, weak and dizzy, and realized he was sitting in a soft bed. The yellow mare had been pressing a wet washcloth to his forehead, rubbing the huge bump he had underneath his horn, "Everyone else has left. Pinkiepie hit you pretty good in the head there Darkhorn. She was so apologetic, please don't be mad at her. It was an accident after all."

He reached up and rubbed his tender head, moaning as it was very sore, "S-she packs a wallop, that's for sure."

Fluttershy did her small giggle, and rubbed his forehead with the washcloth more, which he was rapidly becoming grateful for, "Well, the others decided it was best for you to stay with me tonight. You should be fine in the morning, but I'd rather you get some good long rest just in case."

A crack of lightning and thunder were heard outside of the window in the room, causing her to jump slightly, "That is, if you can sleep in this scary weather…"

He was going to protest, but his head throbbed so much he decided this would be better after all, "O-Okay…um…thank you…" he didn't want to stay here for too long, but he really needed to recuperate.

"You're very welcome Darkhorn." She stroked part of his head shyly, "W-Welcome to Ponyville."

For that brief moment, as she stroked his head, he felt something flow into him inadvertently. It wasn't love, but it was concern, caring. Positive, gentle emotions towards him, and he didn't have to force any away. The Changeling felt some of his strength return. It wasn't enough to make him stand, but it was enough to get rid of his headache and disorientation.

Fluttershy pulled away from him and walked to the door, "If you need anything, I'll be in the next room with Angel. Please, don't hesitate to ask…" She gave him a small grin.

The monster had to keep himself from smiling at her gentleness as she turned off the light to the spare bedroom and closed the door, leaving him in peace.

Once he was alone, he put his hooves to the temples of his head, frustrated.

_What's wrong with me? First I nearly doze off when I heard her humming; now I find myself babbling to her like an idiot just because she put a cloth to my head! Argh! Why was I able to get such positive emotions from her without draining?  
Ugh, all these questions are giving me another headache…_

Too confused and tired to ponder any further, he laid his head down on the very soft pillow to rest for the night. Normally Changelings stayed up for most of the night, but after his ordeal he was very tired. His first day in Ponyville certainly was an interesting one, and one he thought was pretty unpleasant.

Because of the storm, no one inside the little cabin could hear what was stalking towards them from the woods.

It was sure to make Darkhorn's first night in Ponyville unpleasant as well…


	8. Something that goes Bump in the Night

_You know what's funny? As I was writing this, there is a nasty storm outside. :O_

* * *

_Chapter 8: Something that goes Bump in the Night_

Fluttershy was snuggled up in her bed, Angel wrapped in her arms. For some reason, he insisted on sleeping next to her that night instead of his little basket.  
Angel was determined to stay near her now more than ever since that horrible Changeling was in the next room!

Another roar of thunder followed by a crack of lightning roared over Ponyville, causing Fluttershy's window to light up. The delicate Pegasus let out a weak whimper and hid underneath the covers with Angel. She didn't mind rain, it was big scary lightning storms that got her.  
She hugged Angel to her more, "Don't worry little bunny. I-I'll keep you safe from the storm." She reassured. The rabbit rolled his eyes, knowing full well that his owner was the one that needed comfort from the lightning.

Suddenly another bolt lit up the room and a loud pop was heard throughout the house that made her jump nearly out of the bed.  
When the fan in her dark room stopped working and the hallway light went off, she knew that the power had gone out.

Angel subconsciously snuggled up to Fluttershy. Being in a lightning storm was one thing, but being in the pitch black of the night in a house with a Changeling was something that secretly frightened the bunny! He'd never admit it though…

Fluttershy was scared, but she felt Angel shivering up against her, "Aw…it's okay Angel…" she tried to reassure, "It's just a little….terrifying…darkness. Nothing to be afraid of…nothing at all-"

She was interrupted by a loud bang come from the downstairs window. She bit her lip and kept silent, perking her ears up to listen.

She thought it was just the storm or maybe a tree branch that hit her window, but then another bang was heard. She whined a little, too scared to really move and nearly squeezing the life out of Angel. Her imagination was going wild, trying to decide what it was that was banging her window.

After a few minutes, nothing else could be heard other than the rain outside.

Fluttershy breathed in and out very slowly, trying to let her fear subside. Nothing, nothing happened. She exhaled in relief, "Whew, I guess it was just the wi-"

_**BANG!**_

She jerked so hard she nearly broke Angel at the sound of her window smashing downstairs and glass hitting the floor. For a moment, she thought that the storm had blown her window out. Until she heard the sound of movement below… Terror gripped her now. She released the gasping bunny and leaned forward on her bed, too scared to think.

Knowing that something could be in her home, she made the regretful decision to investigate the intrusion.  
Telling Angel to stay put in the bed, the bunny watched with worried eyes as his owner got lit a candle on her nightstand and picked the handle up with her mouth.

She wasn't the only one who was woken by the noise, as Darkhorn was sitting up in his own bed. Fear had taken a hold of him as well, and he was sweating profusely. He heard Fluttershy's door across the hall open and the sound of little hoof trots going from there down the stairs.  
He stayed put and listened intensely, waiting for some kind of disturbing noise, though he wasn't sure why he was so concerned.

He shouldn't be worrying about her well being, not at all…right?

Fluttershy crept down the stairs, her candle barely lighting the corridor with its orange hue. When she reached the floor, she looked around, squinting in the darkness to see.  
From what she could make out, the living room had been ransacked. Her furniture wasn't torn or broken, but it had been tipped over and the table was flipped, scattering the pots and cages she had lying about. She could see the broken window across the room and took care to avoid the glass all over the floor. Rain was pouring though the window and getting some of her furniture wet.

The Pony could see some of the animals staying inside with her, shaking in fear by what had come across. A crash from the kitchen caused her to drip the candle, but she immediately stomped the blaze out to keep the house from going up in flames.  
Now she was once again in the darkness, and the disturbance come from the kitchen became louder. Frightened beyond belief, but driven to protect her animals, she walked one step at a time towards her kitchen.

Her heart pounded as she leaned to see what was inside, and at the sight of it her heart stopped.

A large wolf that looked to be made of tree bark was digging through her refrigerator, looking for food. When he determined there was no kind of meat inside, he snapped his head around to the pony before him.  
It was a Timber Wolf, a horrifying creature that she's only heard about from Granny Smith. This one must have gotten separated from his pack in the storm and was looking for something to eat. Her cabin must have been the closest shelter in sight.

The monster stared at her with glowing yellow eyes. The mare before him was meat, she was food.

When his gaze turned to that of greedy hunger, he began to stalk towards her, leaving her refrigerator ajar.

Fluttershy gave out a gasp and tried to run, but he pounced before she could.

She screamed.

Upstairs, the Changeling heard Fluttershy's familiar scream. Without thinking for a moment, he sprung from his bed and got downstairs as fast as he could.

He was confronted with a large Timber wolf that had Fluttershy's tail in his teeth, the poor pony desperately trying to break free.

For some reason, the sight enraged the Changeling. He ran at the wolf and stomped his two front hooves in the side of his face, "Let her go!"

The wolf snarled at the pain and released Fluttershy. The yellow pony ran and cowered behind him. When she was no longer trapped, Darkhorn walked backwards until he was directly in front of Fluttershy, a little scared himself. He heard the pony behind him whimper and push up against his back, scared out of her mind at the creature before them.  
He glanced at the mare behind him with pity. She was afraid, she was vulnerable, and one thing became clear in a millisecond.

He didn't want her to get hurt.

Making up his mind, the disguised Changeling stood protectively in front of her and glared at the monster, releasing his own snarl from his chest.  
The snarl caused Fluttershy to shiver. She'd never heard a pony make that kind of noise before.

The Timber wolf looked down at the Alicorn, but knew that he didn't smell like a pony. He didn't know what the Alicorn was, but he realized not only was the pony food but he was an obstacle from his original prey, a rival. This caused his instincts of fighting with males to take over and he began to circle him.  
The Changeling circled him as well, also having dealt with rival Changelings back at the nest.

As they circled each other, Fluttershy was terrified. She didn't want Darkhorn to get hurt, but what could she do?

At once, the wolf pounced on Darkhorn, trying to pin him, but the Changeling was experienced with wresting others and managed to roll the much larger wolf over so he was on top. They began biting and scratching at each other, rolling around and making a mess. The only light that let Fluttershy know what was happening was the flashing white light that came from the lightning outside.  
Fluttershy could only watch the carnage as Darkhorn was fighting back with all his might, but he was still weak from the head injury and starvation. The Alicorn bit into the wolf's arm to try and paralyze him, but to his horror he realized the monster was literately made of wood! Magic must have been what made them alive.

This gave the Timber wolf the upper advantage as he pinned Darkhorn to the ground this time. As the Alicorn struggled, the wolf's claws cause him to gash himself on his shoulder, just above his left wing.

The Changeling screeched as his blood spilled on the floor and was starting to stain it. The animals still in the room cried out and cowered and Angel at the top of the stairs also felt helpless at the scene in front of him. He hated the Changeling, but he was trying to protect Fluttershy, wasn't he? Why would he do that?

Darkhorn, despite the pain erupting from his shoulder, continued to fight back as he had only hooves to defend himself against teeth and claws. He knew the wooden floor he was fighting on was getting wet with his blood, but he paid no attention as his survival instincts took over.  
Finding his footing, he managed to put his back hooves against the wolf's stomach, and used what strength he had to kick him off. The force propelled the creature through the air and back out through another window, shattering it.  
The Changeling wasted no time, hopping to his feet and out the window to continue fighting the animal off.

Fluttershy was frantically trying to figure out what to do, racking her brain for anything that could help Darkhorn. An idea struck her that she could have just kicked herself for not considering before.

She ran to another side of the room and pulled her oil lamp from the ceiling. Quickly lighting it, she ran to the new broken window and saw Darkhorn continuing to struggle against the monster in the mud.

She called over the storm to him, "Darkhorn! The Timber Wolves are afraid of fire!"

She didn't like the idea of having to scare an animal, but she wasn't stupid. This one was dangerous and it was going to kill them if they didn't fight back.  
Fluttershy threw the lamp down to him, it miraculously not breaking or going out. Amidst the fighting, Darkhorn had heard everything she said and looked to the lamp next to him, the little ember barely flickering.

In one desperate move, he swung his hoof down and shattered the lamp. The flame barely lit to the wet grass, but in some kind of miracle it ignited small fire next to them. Upon seeing the blaze, the Timber wolf gave out a howl of fear and jumped off of Darkhorn, cowering from the fire.

Darkhorn pulled his weak form to his feet, but tried to look intimidating. He had to make sure he wouldn't attack Fluttershy again.

"Go away, and don't you dare come back…" he snarled at him, allowing his true eyes to show in his disguise, those pupil-less blue orbs. The wolf was frightened by his horrifying gaze and the dark silhouette the fire was making behind him, "If you come back and harm that Pegasus, I swear I'll hunt you down and light you up faster than a pine tree! Now get!"

He snapped his teeth at the wolf, to which the monster fled back deep into the woods, leaving nothing but the rain behind.

Darkhorn's eyes became their disguised self and he slumped down into the mud, exhausted and hurt. Blood was still pouring from his wound and mixing with the dirt. Though his real blood was green, his disguise was inside and out, giving him red pony blood instead of green Changeling blood.

The fire behind him died in the rain as soon as it was lit, leaving burnt grass behind.

Bleeding, but alive, the Alicorn limped in through her front door.  
As soon as he had gotten out of the rain, he grunted at a yellow mare colliding into him, "Darkhorn! You're okay!"

He had to keep from gasping in pain. His whole body was sore, not just his shoulder, as it turns out.

He was wet, bloody, and covered in mud, his blue hair matted to the side, but Fluttershy didn't care as she leaned against him.  
Her shoulder and wing was pressed against his chest and her head was under his chin, "I-I was so scared! I thought that you were going to-to…" her voice was drowned by small sobs.

When it registered that she was basically cuddling up to him, she flinched back away, sitting there, "I-I…" tears flowed down her cheeks and she hid her face, blushing slightly, "S-sorry…"

He looked down at her, in shock.

The Changeling had come there to originally drain her into a husk, but that night he had just saved her life. Heck, in some ways she might have saved his…

He looked down to her ruffled pink mane; how part of her pale yellow fur had been stained with mud and blood from his body. She didn't even know him that well, yet she had taken him in when he had gotten hurt and was concerned for his safety as he fought the wolf.

She really was a caring pony, and the fact that someone cares for him, a Changeling of all creatures, so much really touched something within him. Something deep within his heart relished in the concern and it wasn't because it would sate his hunger.

He…enjoyed the good feeling.

Then that feeling vanished when he looked down to her arm.  
The bandage was no longer on it and was hanging loosely by her hoof, shaken off when she was attacked no doubt. He could see, even in the darkness, the deep gashes and stitches from his own tooth marks left on it. It was still healing after days, and the sight of what he had done made his heart sink for an unknown reason. He was deep in gratitude for her saving his life.

They were both silent for what seemed like forever.

Fluttershy was about to ask him of his wounds when she felt something tug at her.

Before she could look up, she was pulled back into her original position against him. She shivered as one of his forelegs wrapped across her body and held her closer against him, his chin resting on her head once more.

She heard him barely whisper a gentle, "Thank you…"

Fluttershy felt her face grow hot, but instead of pulling away, she leaned more against him, relishing in the new found safety he gave her. Without intending to, she let her tears flow again and she shook in small tremors against him.

The Changeling didn't know what this feeling was as it washed over him. He felt that rising feeling in his chest again. It made him…happy.

As she buried her face into his chest, she heard a small hum come from him. The little pony hadn't heard such a hum come from a pony before either, but then again she'd never been this close in this way to a Stallion…  
He couldn't stop that hum from coming out. Changelings would hum, or purr, when they were happy, and this was the first time ever he had done that.  
As a royal guard for his Queen, he was more secluded than the other minions, and more dangerous. He had no time to play or really talk to his brothers and sisters.

So was that really what this was? Happiness? Or…was it…

No…no it couldn't have been that.

He let himself squeeze against her a little harder, but she just continued to cry. A small glow came from his horn and enveloped them briefly, absorbing her emotions of kindness into his own. He felt stronger now, but at the same time he didn't feel the extra energy that came from draining the pony, and she didn't falter.  
It was like it was when he was sitting in bed with her caring for him. The absorption came by itself, and once again was not forced by given.

He had no idea what this was or why it was affecting him so, but he tried his best to comfort the sobbing pony against him, paying no attention to the devastating wound gushing with his own blood.

He noticed then a certain bunny peaking his head around the stairs, staring at them in utter disbelief.

He glared at the rabbit until Angel hopped off to start cleaning up the mess.

For some reason, Angel felt it best to give them a moment…

* * *

_I'd be lying if I said GDeNofa didn't inspire me with her My Little Angel story on the fact that Changelings can get love if it was willingly, though my theory will be a little different. You'll see what I mean...  
I suggest you go read her story if you're a little confused about what I said. It's good!_


	9. Fluttershy's Gift

_It still continues to storm outside. What's with that?  
This Chapter's a bit long, but it was fun to write!_

* * *

_Chapter 9: Fluttershy's Gift_

The morning was a small drizzle, the clouds getting lighter as the days had past. The storm was supposed to be over a while ago, but it was a dry fall season and the Pegasi had a lot of rain to make up for.

"Ah-ah be careful!"

"I am being careful, you just have to trust me and sit still please. I don't want to poke you by accident."

"Right, sorry, I'm just nervo-ah!"

"Please don't jerk around!"

Rarity and Twilight were delivering some jars over to Fluttershy that morning, both unicorns using their magic to lift the heavy boxes. They normally delivered the extra jars from Appleacers, curtosy of Applejack. These jars were supposed to be used for the honey Fluttershy's bees would supply soon.

As they came up to her mailbox, they were both shocked to see one of her front windows broken and her door ajar.

Panicking, the two set the boxes down and galloped to her door, "Fluttershy! Fluttershy are you okay?" Twilight called.  
Nudging the open door to the left a little bit, they both gasped at the horrible state the house was in. Furniture was all about, her curtains had been shredded, and glass was all over the floor. Some of Fluttershy's animal friends, Angel included, were mopping and cleaning up some of the mess. There was even a part of the room's floor that was stained a dark red. Was that…blood?  
The thought of there being a pool of blood in their best friend's house was almost unbearable. Rarity's compulsive need to clean almost got the best of her, but she resisted that urge when her concern for Fluttershy's well being overtook her, "Where's Fluttershy?" she asked Angel, "Is she hurt?"

Angel put his hands up in a calming manner and pointed upstairs, indicating she was fine and in her room, "Oh! Thank you!" she galloped upstairs with Twilight close behind.

The two reached her room and slowly opened the door, "Fluttershy?" Twilight uneasily cried, "A-Are you in here?"  
"Yes!" they heard her call back, making them both relieved. Rarity opened the door all the way and they were both greeted by her, and a grisly sight.  
Darkhorn was sitting on a pillow covered with a towel and Fluttershy behind him. She was in the process of applying the last few stitches into his shoulder, which they could see three devastating gashes on it. There was a bowl of warm water next to them, which was now bloody because of the needle, and had a blood stained white towel in her other hoof, mopping up any of the excess red fluid coming from his wound. His wings were drooping to the ground to make it easier for her to access his gashes, but he did wince every time the pulled the needle and its thread with her teeth.

Fluttershy had stitched up plenty of hurt animals before, so she knew how to do it with as little pain as possible. He had to admit, he didn't like the idea of a needle going repeatedly into his flesh. However, other than the excruciating pain that came from the rubbing alcohol she used to sterilize the cuts, he hadn't felt anything other than a little bit of stinging.

Rarity and Twilight entered the room, worry and horror mixed on their faces, "What in the name of Celestia happened Fluttershy?" Twilight asked, looking around, "Your living room and kitchen's a mess!" Since Fluttershy was busying sewing up his wounds at the moment, Darkhorn answered for her, "A big freaking Timber wolf broke in last night. He was looking for food, and he found it. He attacked Fluttershy, so I just sorta stopped him…"

His gaze fell but Fluttershy intervened, "Don't be so modest about this…" she gently said through her teeth, "He fought that horrible creature with all his might and scared him away. I've never seen anything like it…he…"  
Twilight didn't see it, but Rarity noticed a small blush travel across Fluttershy's pretty face, "He was very brave…" Rarity had to keep from inwardly smiling as Darkhorn also tried to hide his bashfulness from them. Was there something going on between them? She just had to know.

Twilight didn't notice their odd behavior though and was more worried about their current state.

Neither of them have had the chance to clean up, as Fluttershy had spent the rest of the night tending to her frightened animals and a wounded Alicorn.  
Fluttershy had some bruises and her pink mane was a tangled mess, other than that she looked unharmed. Darkhorn, however, looked horrible. His blue hair was stringy and hung around his face in clumps. He was covered in scratches and bruises, caused from teeth and claws. This dark coat was stained with mud and blood. The gash on his shoulder was devastating, and he looked worn out. They both not only needed to be cleaned up, but checked to be sure they would be okay.

Fluttershy pulled the last stitch and tugged part of his flesh back together, finishing her seamless work. She spat out the needle and bit the thread to cut it. She put the needle and string back into the bloodied water and pointed to a clean towl on her dresser, "Twilight, can you hand me that cloth? I just need to wipe these stitches clean."  
Twilight nodded and used her magic to hover the towel over to Fluttershy. After a quick thank you she dipped it in the red water and wiped off the remaining blood and mud away from the stitches.

When she was satisfied with her work, Fluttershy smiled and backed off, "There you go. You should be fine, just don't do anything too stressful else the stitches could tear."

Darkhorn was surprised she was done and how little pain he felt. He sat up a bit and stretched his shoulders. His left one still felt sore, but it was nowhere near as bad as when she started. He'd still be able to fly, just not fast.  
Hmmn, he hadn't tried flying with these feather wings, had he? He looked at them briefly, noting he couldn't flap them like his original bug wings. If he practiced though, he'd probably get the hang of it. Without meaning to do it, he looked to Fluttershy's own wings.

Funny, he never realized how soft and pretty Pegasus wings were. In a way, he was a little happy to have some. They weren't as ugly as he originally thought.

He glanced up to her face this time to acknowledge her, "Thanks…"

She nodded and the room was silent for a few minutes. Rarity continued to hold back her smiling and broke the silence, "You poor dears." She walked over, "These past few days have been just simply dreadful to you both. I insist we get you fixed up at the Spa."

Fluttershy liked the idea of getting cleaned up at the Spa, but Twilight came up next to them, "Actually, Rarity. I want to take care of Darkhorn. His injuries aren't going to be mended at a Spa. I'd like to try and help him back at the library. I still have some helpful ingredients from Zecora that should heal anything internal." She looks to Fluttershy with a smile, "It's not like I think you did a bad job, I just want to make extra sure he's alright and he doesn't need a trip to the hospital."

Fluttershy nodded, understanding completely. Darkhorn didn't like the idea of getting separated again, but Twilight wasn't as crazy as the others, and if she could help further that would be great. So hesitantly, he agreed.

After delivering the boxes of jars inside, Rarity rushed Fluttershy off to the Spa while Twilight took Darkhorn back to the tree house. It wasn't long before the other mares caught wind of what happened at Fluttershy's and went over to her house to help the animals clean up.

* * *

As Rarity and Fluttershy checked into the Spa, the ponies there were carefully trying to fix and clean Fluttershy's tangled mess of a mane as the two ponies chatted like they often did when they met there. Rarity was very generous to Fluttershy's feelings and let her go on and on about the horrible night, absorbing every detail. She had never seen her tender friend this upset, but something did get her attention.  
When Fluttershy talked in detail about how Darkhorn protected her from that Timber wolf, there seemed to be a spark in her eyes she's never seen in her before. Fluttershy seemed excited to talk about him, and it was frankly adorable.

In the middle of her talking Rarity chuckled, "Fluttershy dearie…" she put her pristine hoof on her arm, "You seem to be in high spirits despite the attack. To be blunt, I've never seen you so fascinated about a pony before, nevertheless a Stallion."

Fluttershy's face began to grow red again at the realization she was going on and on about Darkhorn. She looked away from her lovely friend, "Oh, really? I-I hadn't noticed. He…he was very brave though."

"I know so sweetie…" Rarity cooed, "And I must say he is quite a fetching young Alicorn, is he not?"

Fluttershy dipped her head a bit as one of the ladies washed some of the mud from her fine fur, "Well…I…I guess he's a little…" her voice became a shy squeak, "…cute…"

Rarity started to smile, "More than that, he's strong and proud. He may be a little rough around the edges, but I could tell when I first met him that he has a heart of gold! And I feel you may have noticed as well."

The yellow Pegasus nodded slightly and put a clean Spa robe on along with Rarity. This only made Rarity's smile broaden as she asked her something she had been wondering since that morning, "Fluttershy, if I may be so bold, do you happen to have a crush on Darkhorn?"

Fluttershy became flustered and now her whole face was red, she was squeaking to a point she was incoherent. She had already answered for Rarity who gave a giddy giggle, "Oh my word you DO have a crush on him!"

Fluttershy quickly pawed at her friend's hooves, "Please don't say that so loud!"

Rarity's giggles reduced down to a snort, "I apologize, but Fluttershy you must understand my excitement! You actually have a crush on another pony! It's just such a surprise."

The mare couldn't stop a small grin from appearing on her face, "To be honest, I can hardly believe it either…"

"Okay details! When did it happen?" Rarity leaned in with interest.

The beauticians had begun to polish Fluttershy's hooves, "Around when we first met. He was harsh and a little grumpy at first, but there was something there. It was like he had an inner bout of kindness I wasn't aware of. Then when the wolf attacked he was so protective and…I've never felt so afterwards with anyone. He…stayed with me while I just cried. He didn't even care he was in pain! He was just there to comfort me. I…I really like him Rarity…Please don't tell anypony."

Rarity couldn't stop smiling, "You're secret's safe with me hon, but are you going to tell him yourself?"

"I…I don't know yet." She bit her lip and looked away as she and Rarity continued to be pampered. Rarity knew she was lying but pressed no further. If Fluttershy didn't want to share what she had in mind she wasn't going to meddle, though it was killing her inside.

Truth be told, Fluttershy did have a less extravagant plan in mind. It would be a show of gratitude in her own way.

* * *

Darkhorn looked around Twilight's Library, staring at all the-erm-'books'.

He had since then been washed up, shortly after Spike asked what was going on. He had been analyzed by Twilight, and thanks to some strange remedy she had given him, his soreness had cleared right up. His shoulder still stung, but it didn't hurt having to move his wings.

Twilight came down the stairs and noticed him admiring the Library as if he had seen it for the first time, "They're nice aren't they? When I'm bored I like to spend my time cataloging them. There are lots of stories within these walls, and I've read them all."

While he was looking, something caught his eye. A book on a small table was just laying there. It had a picture of a little grey skinny duck surrounded by yellow ducks and their mother on the cover. It had a title on it, but it was nothing but strange scrawls to him. Out of curiosity, he opened the book and looked at its water colored pages. More words were written underneath the pictures, but once again they were incoherent to him, "What's this one?"

"That's the Ugly Duckling." Twilight answered, "It's one of Fluttershy's favorite stories here. I guess because it's focuses around little baby ducks. Did you read a lot back at Canterlot too?"

"No…I…actually my mother had my siblings and I so busy we never really had time for books."

The purple filly tilted her head at him, "Siblings? You have brothers and sisters?"

"Uh-huh."

"How many?"

"….a lot." He dipped his head in slight shame, "Truth is Twilight, since she kept us so busy from books…I…don't know how to read."

Twilight looked at him as if he had stabbed her, "By Equestria, that's horrible! I can't imagine a full day without reading a book!" She walked over to him and took the book gently out of his hooves with her magic, "I can help you remedy that. First we have to find a suitable story to start on-"

"Actually, Twilight?" he lifted his hoof out to her, "Can we start with that one? The title seems…interesting."

She blinked her deep purple eyes at him and lifted the book back down to their level, "Oh, okay. Well, this is a pretty good story too."

She and Darkhorn sat down next to each other as she hovered the book in front of him. Using her magic, she opened it to the first page.

Without meaning to, Darkhorn wished he had the magic of a unicorn.

Twilight slowly but surely started, making it easy for him to follow along, "Okay, the Ugly Duckling. Once, there was a Mother Duck that had 6 eggs. All of them looked normal but one. It was big and grey, while the others were small and white-"  
And so she continued the story about the baby duckling that was so ugly and different nobody wanted him, not even his own family. He was treated horribly for most of his short life for his hideous features, but eventually the duckling grew into a beautiful swan, showing that beauty can lie within the ugliest of creatures.

He had liked the story, but also felt a sort of bitterness towards it.  
He sort of related to the character. He was a Changeling, an ugly Duckling among perfect ponies. Yet no matter what, they would never see any beauty beneath him, and beauty would certainly not come with age in his case.  
No, as he grew, his fangs would grow, his wings would broaden, his height would increase, and his appetite would be insatiable.  
He was born and Ugly Duckling, and would stay as one for the rest of his days. Nothing would change that. He also knew he didn't have beauty within him, so why would they think otherwise?

Once the story was over, he wanted to hear more stories. Specifically others that didn't have to do with inner beauty.

Most of the day they sat there, going through book after book of stories about knights, dragons, damsels, and all the story works. He had enjoyed every bit of it, and Twilight enjoyed reading with him. It would take much longer to learn, but just starting was good enough for him at the moment.

In the middle of 'Saint George and the Dragon', a knock came at the door. Darkhorn went to answer it as Twilight waited.  
When he opened the door he was surprised to see Fluttershy standing before him, a basket in her teeth. She looked brand new, that Spa has done wonders on her.  
The yellow mare bowed her head when she saw it was him, "H-Hey Darkhorn. I thought you'd still be here with Twilight. You look better." She put the basked down in front of him. There was something wrapped in a white cloth inside, a sweet scent catching his attention, "I brought you something…as a thank you present for last night."  
She brightened a bit, "And I-I was wondering, if you had some free time… if you could help me with the honey harvest. It's always so tedious to do it myself, but everyone else is usually so busy this time of year. Harvesting the honey and making the different flavors could take days, but I could really use an extra hoof…I-If you don't mind that is."

The Alicorn didn't know what to really say. Should he accept? What was the harm really? It wasn't like he had anything to do anyway, "Uh…sure Fluttershy. I don't mind helping."

She looked like he had given her the best answer in the world, "Great! I'll see you this afternoon!" she galloped off in a hurry, heading straight back to her cabin, "Enjoy the snack!"

Darkhorn carefully waved goodbye to her before bringing the basket inside and closing the door. He put the basked on Twilight's table and unwrapped the package, revealing a beautiful jar full of some kind of golden thick liquid. The lid of it was sealed under some kind of white lace and a pink ribbon that matched Fluttershy's hair was wrapped around the rim. The liquid within the jar shined brightly underneath the light of the tree house, lighting the white basket in its golden blaze.

It was beautiful to him, and it had a peculiar sweet scent to it that he enjoyed.

Twilight looked in the basket, "Oh wow, she gave you an early jar of her bee honey! That was really nice of her." She reached down and opened the delicately sealed container and held it out to him, "Wanna go ahead and taste? It's your honey jar after all."

His nostrils flared at the aroma. Though he didn't eat, the smell was pleasurable, and it was in fact a gift from Fluttershy.

So the Changeling took a spoon provided by Twilight and dipped it in the honey. After getting a small scoop, he carefully slid it on his tongue and tasted it with caution. He hadn't forgotten about his incident with Pinkiepie and that dreadful cupcake.  
However, though it was sweet, it was sweet in a whole different kind of way. The thick substance made his taste buds dance and tingle. It was refreshing and smooth; it even filled him with a bit of happiness.

Twilight tried some shortly after, "Mmn! Wow I tell you, Fluttershy makes the sweetest honey in all of Ponyville. Too bad she only sells it once a year. You were lucky to get an early jar Darkhorn."

He tried another spoonful and felt a small hum come from his chest, "Yeah…I guess I was."

Darkhorn, though he tried to deny it, was starting to like the idea of spending a few days with Fluttershy even more.


	10. His True Form

_Lookout readers! This is a LONG chapter, so if you're not in a cozy spot I demand you to get there right now!  
This is probably my favorite chapter so far, and a special thank you from GDeNofa for the brainstorming ideas for this Chapter. Read and review!_

* * *

_Chapter 10: His True Form_

Around mid-afternoon, Darkhorn had gone over to Fluttershy's cabin. As expected, she was already serenading the bees in the backyard.  
As he approached her though, she wasn't just humming this time, she was actually singing to them. He listened to her with ease, preferring her singing over her humming any day.

_"Hello, Honey Bees, won't you play with me?"  
"Hello, Honey Bees, won't you sing with me?"_

"_You don't have to hide or worry I will be your friend!"_

"_Hello, Honey Bees, I'll play and sing with you all day!"_

"Hi." He sheepishly interrupted, "That was a nice song…"

She nearly jumped into the sky as he walked to her, "H-hey Darkhorn. Sorry, you startled me."

When he came closer, the bees didn't retreat this time. Instead, they continued to hover and not sting him. He was surprised along with her at this, "They seem a lot easier around you today. I wonder why." He shrugged, because honestly he had no idea why either.

In fact, as the day passed, all the animals were easier around him. The birds let him feed them, the bees never stung or fled from him, and though Angel was still apprehensive around Darkhorn he seemed a little less hostile with his presence.

That was how it went. The Changeling helped her out for a few days. He would carry the jars, try (and fail, turns out he's a horrible singer) to serenade to the bees, spend time with her, help her flavor the honey, and aid her in putting the honey jars together. He learned how to properly seal and decorate them, and this time Fluttershy had them tied with a pink ribbon for her, but also a blue ribbon for Darkhorn since they were making it together.

Then they would take time to have lunches. Though, Darkhorn of course had to hide the fact he wasn't eating, but occasionally he would stomach a taste of honey.

He was even introduced to a new type of flower. It was tiny, pale yellow, and gave off a similar scent to honey, but Fluttershy claimed it was much sweeter. It was called Honeysuckle. The yellow Pegasus claimed it was her favorite type of flower because of its sweet aroma and taste. She taught him how to properly eat one by pulling the stem until you saw the nectar, then eating it whole. Once again, he reached indigestion to try it, and loved it.  
Darkhorn noted that Fluttershy herself often smelled like Honeysuckle flowers, but that was his private and embarrassing opinion.

This went on for nearly a week. The Alicorn had been staying with Fluttershy for the time being and sometimes had the chance to say hello to her visiting friends. As he got to know them, he started to hold less and less resentment towards the other five mares. They weren't so bad once you got to know them, even Pinkiepie had her quirks.

The house had been cleaned up and the glass replaced. He almost felt like a regular there, but the Changeling knew deep down he wasn't. He'd never be.

Still, he was content to live in this blissful fever dream for as long as he could.

On Saturday, Darkhorn was helping Fluttershy set up her honey stand in front of Appleacres farm. They had both worked hard to make and flavor different honey types, and now was the day to have that work pay off.  
"You really stared down a Cockatrice?" Darkhorn asked, putting a jar onto the table.

Fluttershy modestly smirked, "Well, yes. He was going to hurt the girls so I had to."

The Alicron laughed, something he never did, "Was this before or after you made the Dragon cry?"

"It was way after." She began checking the jars to make sure they were all sealed properly, "It was terrifying."

"Are you kidding me? You call me brave yet I would have never been able to look a Cockatrice in the eye or face down a full grown Dragon! That's what I call bravery, Fluttershy."

She shied away from him, "Oh…you're just saying that."

"No I mean it." He reached over and put a hoof on hers, "You really can be brave at times. When I was hurt and bleeding all over the place, you stayed calm enough to stitch me up, and you kept your head level to save my from the Timber wolf. And now it seems you've risked your own life a few times to save your friends and animals too. I think you're stronger than you believe."

Fluttershy blushed a bit and tried to hide her face with her hair, "Th-thank you…Darkhorn. For all your help…a-and the compliments…"

They sat there for a few seconds when he realized his hoof was still on hers. He noticed it at the same time as she did and they both awkwardly backed away from each other, trying to apologize to each other.  
When it was shrugged off, he looked to her one again as she set out the last of the honey jars. He had a question that had been eating at him since that night with the Timber wolf. Something he was scared of asking because of the party incident, but he had to know from her.

For some reason, a piece in his small dark heart cared about her view of him.

He carefully picked his words, he would have to approach this delicately, "Fluttershy? May I ask you a question that could be…personal?"

She turned her head from the table to him, "I don't mind. What is it?"

The Stallion shifted his feet uncomfortably, "Remember, that Changeling that attacked you in the forest?" She dipped her head in a solemn nod, which only made him more hesitant to continue, "A-at your party, I heard quite well what your friends seem to think about him and the others of his kind. As one who's-ah-never met a Changeling before, I hadn't heard your opinion either. Wh-what do you think about the Changeling that attacked you?"

Her eyes darted around, seemingly deep in thought. Carefully, she eventually opened her mouth to speak, "I-"

Applejack came along, "Howdy there sugar cube! Howdy Dark." Darkhorn had to keep from grinding his teeth when he turned to Applejack, "Hello, nice to see you again."

She gave him a tip of the hat and breathed in the aroma of the honey jars, "Whoo-whee! I say Fluttershy; this may be yer best batch yet! Why, that intoxicatin' scent's enough to rival our Zap Apple Jam!"

The yellow Pegasus grinned slightly, "Thanks Applejack, but I can't take all the credit. I owe a lot of it to the several beehives at home, who were so gracious to share their honey with everyone. And of course Darkhorn deserves a lot of credit. After all, he was such a hard worker and really helped me perfect it this year. I can't thank him enough."

He gave a sheepish smile to Applejack and the freckled mare just smiled back, "I'd love to be yer first customer of the day sugar cube. What flavors do ya have this time?"

Fluttershy, with a bit of pride, waved her arm over the assortment of various honeys, "Well, we have the original honey flavor. Here's some apple flavored honey, your favorite, and some honey with a slight hint of mint added to it. Here's honey with a twist of berries." Then she gestured at a special arrangement of jars that had pink lace instead of white, "And this is a new flavor I've tried thanks to a suggestion by Darkhorn. Honeysuckle honey. We mixed just a few good drops of Honeysuckle nectar into the honey, and it really makes quite the sweet taste! It's my personal favorite."

Applejack seemed exited at the jars, "Wow, you two have certainly worked hard! Well, what are ya'll waitin' for? I'll have a dozen jars please. 6 of the apple, and six of that Honeysuckle."

He tossed some coins onto the table; Fluttershy was only charging five a piece, "No problem." She started to lay it out in a padded box for Applejack when her other friends started arriving.

The other four mares each bought different and several types of honey from them. Rarity preferred the mint honey, Twilight stuck mostly with the original, Rainbowdash became prone to the Honeysuckle and got her usual berry honey, Pinkiepie got all the honey she could buy, including several jars of the Honeysuckle. It rapidly became her new favorite type, and she exclaimed, "This is your best one!"

After they had gotten theirs, it wasn't long before the other ponies in town made a long line at the honey stand. Twilight and the others stuck around to help Fluttershy sell the large load, like they usually did. They did have extra help his time from Darkhorn who handed them the boxes of honey after honey.

It was a long day, but eventually every pony that arrived was satisfied and left. It was getting late when Fluttershy closed the stand and began packing up. She still had some boxes of honey left, and she would put it to good use.  
The timid filly had made a good amount of money that day and would use it to get food for her and her animals. Any remainder would be invested in repairing the rest of the damages to her cabin and a more protective fence around the backyard.

It was the evening when the stand was packed away to be moved. The group easily helped Fluttershy carry the materials and remaining boxes back to her cabin and put it away. When everything was done, the sky had turned a deep purple with the grey rain clouds and her friends had said goodbye to get home before the rain came again, leaving just her and Darkhorn inside the cabin.

She let out a long relieved breath, tired. The mare looked to Darkhorn, who had neatly stacked up the last of the boxes, "Thank you again Darkhorn." She reached into the small box she had collected the day's earnings in, "Please, let me at least pay you half of the proceeds…"

"That won't be necessary." He insisted. He didn't do this for money, he just wanted to spend time with her. To him, that turned out to be more payment than he could have predicted. Besides, what use did a Changeling have for money?

Fluttershy was going to insist he take some, but by the sincerity he had she realized he truly didn't want any money. So she put the little money box in her safe upstairs and sealed it shut. She would invest it tomorrow.

She came downstairs and saw him waiting there, looking like he was confused of what to do now.

Angel was watching them from a table, nibbling on a fresh carrot.

Fluttershy hadn't forgotten what the Alicorn had asked her earlier. In fact, she was thinking about it the whole day and ti was bothering her to no end.

Slowly, she walked into the kitchen and pulled out some bread and an extra jar of honey she had on the counter. Wrapping it in a clean cloth, she put the food items into one of her several baskets and brought the basked into the living room where Darkhorn was.  
She placed it on the floor next to her, and as expected the Stallion was looking at her in confusion.

With great reluctance, she said quietly, "Darkhorn? Earlier, you asked me what I thought of the Changeling? You know, the one that attacked me?"

His blue eyes widened and he bowed his head, almost regretting asking her about it at all, "Yes…"

"Well…can you keep a secret?"

He was becoming uneasy. Judging by her worried expression and the hushed tone in her gentle voice, this was serious, "What is it?"

She bit her lip and looked to the basket next to her, wondering if she should still go through with this, "I…the truth is the Changeling I encountered…I don't hate him."

She said the last few words so bluntly it almost didn't register with him, "W-what? Why?"

Fluttershy started to whine, "I don't hate him! I know it's stupid but I really don't! The truth is ever since I left him there I've been guilt ridden! I kept thinking how hungry and lonely he was and how badly I had busted his face! Surely the poor thing must be starving all alone out there! I know it was the right thing to do, any other pony would have done the same, but I keep feeling like it was possible for me to help him!" she huffed in shame, confused by her conflicting thoughts, "And now here I am. I have no idea what happened to that monster, and I'm still mad at the Changelings, but with this one all alone I can't help but feel sorry for him!"  
Near tears, Fluttershy looked up at him with sad eyes, "Darkhorn, please, I must try to help him. I have to just find him and make sure he's okay, else I'll never be able to forgive myself. Can you please accompany me into the Everfree forest and look for the Changeling? I want to give him some of the honey we made, just to show I don't hate him. I just had no choice when I fought back. Please, can you go with me before it gets dark? Every day that passes I just get more worried…"

She continued to look up at him with those big cyan irises, a desperate plea within them.

He was more bewildered, and amazed, by her now more than ever. He had attacked her, hurt her, given her gashes on her arm that she was still healing from, wounded her beloved Angel, and STILL she was the one that felt sorry for such a monster. An ugly, heartless monster that stole love like he.

She…this unique and kind Pegasus…he realized, was just too…too good for him! He had thought all along her kind and cute antics were disgusting and weak, but only after the time he had with her did he open his eyes to the true purity she held. She was gentle and sweet, a delicate flower. Much like a Honeysuckle if you will.  
How could he have been so cruel? How could he have been so kind? Why, oh why was it just NOW that he realized how evil it was for Changelings to feed off of the love of others. Love, a positive emotion they could never understand or have. They could only mimic and harvest it like greedy locusts chewing the last stalk of green within a field.

That was all he was, he sadly concluded.

A locust, a _scavenger_, that didn't deserve her kindness.

Feeling his heart sink into depression, he choked out, "I…I think he's okay. Ca-can't you ask one of your closer friends to help you in this?"

Fluttershy shook her head, "No. They've all gone home already, and you've heard what they said at the party! They all hate the Changelings and would never accept me for wanting to seek out the one that attacked me! My friends are lovely and understanding, but even this is pushing it. I can barely believe I want to help too, because I'm not very fond of those scary Changelings either after the incident at Canterlot, but I just can't bring myself to hate a wounded creature. Please, it's too personal for the others, especially Twilight, and I don't want to go into those woods all by myself! For all I know the Changeling could still be dangerous. Please come with me, you're the only one I can trust on this matter."

Despite his great reluctance, Darkhorn buckled under Fluttershy's heartbroken gaze. He had to go with her into the forest, "I-If you're sure…I'll go with you."

Her eyes were still sad, but they did glitter a bit with hope at his answer and she leaned against him, "Thank you. You know, even though we met just about a week ago, you're a pretty good friend." She relished in the momentary hum that came from his chest and picked her basket up with her teeth.

The two left the cabin together, Angel looking on. He was worried for a moment about her going by herself with him into the woods, but for some unknown reason he oddly felt she would be safe with the Changeling. Something had changed in the monster, and Angel couldn't exactly pinpoint what.

* * *

They had searched the area she encountered the Changeling for about an hour. Darkhorn knew they were very close to his armor that was hidden in the tree. He was scared about what would happen if she found it, but part of him was also curious. How would she react? What would she say if she found it?

Well, his answer was about to come to him because when Fluttershy peeked into another hollow tree base, she let out a loud gasp, "Darkhorn! I found something!"

She bit the armor and pulled it, laying his dark purple guard armor next to her food basket that he had all but left behind. It was drenched and stained thanks to the days of neglect and rain.

She pawed at it with her right hoof with a solemn expression, "This…was his armor. I recognize it. He was the only Changeling I've seen with armor. Yet…he's not here and this hasn't been tended to in days." She pushed it with her yellow hoof and stared at Darkhorn with devastating concern, "Why would he leave it behind? Wh-what if he really is hurt? What if he got a cold from all the rain, or was dragged off by one of the many wild creatures that lived here? What could have possibly happened to the poor thing?" Her voice became frantic and her wide eyes became filled with tears, "I-if he wasn't able to defend himself because of a broken jaw I caused and got himself killed, I-I just don't know what to do!"

Overcome with guilt and worry, the element of Kindness couldn't handle it and began to sob in front of Darkhorn.

The sight was a horrible to him. It was sad enough to see her cry because of the Timber wolf. That was out of understandable fear, but not over him! He wasn't worth shedding tears over! Him, the locust, the Ugly Duckling.

That was it, this was too much!  
He had loved the time he spent in that tacky brightly colored pony town, he came to enjoy all her friends, but most of all he'd never felt happier around anyone other than Fluttershy, and he couldn't stand to see her miserable because of him alone!

Even though it would mean the end of their friendship, and his life in Ponyville, this was the end of the line. He had to tell her the truth.

With his heart weighing like lead, the Alicorn reached out and said with words he regretted most, "Fluttershy, the Changeling's fine. He's not hurt, but in good health."

Fluttershy stopped crying and moved her head to stare at the taller pony, her cheeks wet from the tears, "Wh-what? How do you know that?"

Without saying anything, he moved from her and pulled the armor plate up to his body. He placed it onto his chest and fastened it like he knew how. It was a perfect fit.

She only became more confused and was slowly putting two and two together. He didn't give her the chance.

Slowly, this horn turned green as his disguise began to peel away, starting at his head and down to his hooves.  
His blue mane and tail disappeared, replaced with spines along his back and short ripped one. His fur was replaced with a bug shell, the patterns on his back formed into a shell also. His feathery wings turned into ripped transparent bug wings that flexed under the forest canvas. His stitches were still on his left shoulder, but they would heal soon anyway and his legs became full of holes that made it look rotten. His pony ears became ripped; fangs peeked out of his lips and grew a little below his chin. His ice blue eyes became pupil-less and glowed, but they were the same color.

At last, he had finally revealed his true form before Fluttershy for the first time since he had attacked her. His expression was full of bottomless sorrow as he waited for her screaming or her hate filled lecture. Her hate would weaken him to a point he would possibly pass out in the woods. He didn't care anymore if he was left alone to die. It was over.

He lowered his ears, waiting for the pain.

As he expected, Fluttershy stared at him in utter shock and horror. Darkhorn, the Alicorn she had spent the past week and a half with, the first Stallion she had ever been comfortable enough to have a crush on, was really a Changeling all along? Not just any Changeling but the one that had so viciously tried to drain her and hurt Angel?

Her gaze when to horror, to anger, to disappointment, then blank confusion.

After what seemed like hours to them both, Fluttershy began to shake. Whether it was anger or sadness, he just didn't know.  
Upset, Darkhorn meekly scuffed the grass with his ruined hooves, "This is me, Fluttershy. This is what I am…"

She spoke finally, her voice shaky, "Why?" she asked, "Why lie to me? H-how could you do that?" She lifted her head so he could see her pained expression. To his surprise, it wasn't angry or hateful, it was sadness. Pure betrayal, "How could you actually trick me into thinking you were my friend? That you actually cared when you were just trying to drain me the whole time? How could you do that-"

"Stop." He demanded, not letting her become any sadder, "Before you continue, let me explain. Please…just as a wish."

Normally, anypony would have refused and kept going, but Fluttershy was different. She wanted to know his reason for the deception if it wasn't to hurt her. It was the least she could do for all his help. Calmly, but still shaking, she sat down in front of him.

He thought for a moment, and continued, "You're right. I was originally there to seek vengeance by draining you and your friends. I was so made and full of my own hate it was all I wanted. I was going to get the energy I needed to find my Queen and take over Ponyville since you six would be out of the way. It was the perfect plan and more than I could have hoped for."  
He paused, his chest hurting to continue, "But then, I got to know you all. Everyone started to grow on me, I became more desperate to belong with you all instead of my own family! You! You were the best thing that happened to me. I at first was annoyed by your kindness, but I came to adore it and feed off it. What was strange is though I feed off your positive emotions, it didn't seem to affect you negatively. Apparently, if we Changelings share love with our victims instead of force it from them, it doesn't hurt you. I think it also works if that love it given, and the concern you held towards me was certainly given freely. I could sense it."

She put her hoof to her chest, remembering how much she really did care for him at the time, and how safe she had felt in his arms, yet she had felt fine. His words were honest so far.

The Changeling began to pace, his head beginning to throb, "The longer time I spent around you and your friends, the more and more I forgot about what I originally came here to do! It got to a point I didn't want to hurt you…and…it all started that night of the storm. Fluttershy…" he turned to look at her with as much sincerity his blank eyes could muster, "That was a moment of kindness I really needed, and it was from you. I'd never felt so happy and free before. The concern given to me from you was more than enough to keep me alive longer, and it didn't harm either. Changelings really can't eat anything solid. That's why I was so hesitant to try the honey and couldn't finish Pinkiepie's awful cupcake. We live off emotions and emotions alone, so sorry but you're bread and honey wouldn't have helped me anyway…"

He pushed her basket aside, but then began again with despair, "As for never telling you, you figure out why I had to keep this a secret! You said ti yourself that the ponies hated Changelings! Your friends hate us and would have run me out of town! And you were just recently attacked by one, specifically me! How could I tell you all then what I was? Who I _**really**_ was! You would have never accepted me! You would have hated me! Even now as I look at your pain and fear I know you will soon hate me too! I lied because I was afraid of not only being run off but of leaving you! And I can't believe I'm saying this out loud but that was a fear I had worse than never seeing my own family again! And! And…"

He groaned, "I never meant to hurt you Fluttershy. I did at first, but not anymore. I didn't want it to come to this, but I couldn't let you continue to be miserable just because of me. I had to tell you…I…I'm so, so sorry for this whole mess, and I know this doesn't change anything but to me you're the most beautiful pony I've ever met. Inside and out…"

He kept his head down to the ground, not bothering to look at her. He couldn't bear it, "Please, if you want to yell or scream at me, go ahead. I understand completely that you'd want to punish the monster. Just don't be upset over me anymore. I think that guilt alone would kill me more than the negative emotions that would come from you."  
The monster said then with pain in his voice, "I'm not asking you to forgive me or even like me. All I want is for you to believe me when I say that I don't hate you and I didn't want it to be like this. Believe that at least if you don't believe anything else I've said…I'm so sorry…"

He sat there pitifully, with his ears drooping and his head hung, waiting for her verbal onslaught.

Fluttershy was truly at a lost of what to think.

Here, this Changeling that originally planned to attack her again had resisted and worked with his feral instincts to keep from draining her, just because he didn't want to hurt her anymore? Why would he work so hard to help her? Why would he care so much?

Was it possible, was it really possible, that a Changeling could feel something towards another too? Could he have a crush on her as well?  
This hideous thing, this bug-like pony-esc creature, this monster, before her was crying and begging for her to believe him. She looked upon him with pity and more a moment considered silently walking away, but something inside kept her rooted to that spot.  
Despite all he's done, he's just done so much more to help her. He was kind, gentle, caring, and strong. He had saved her from the wolf, comforted her after the fact, risked stomach problems from the honey, and even had gone out of his way to spend time with her and her friends.

His eyes had been opened to a world of truth he was never able to experience just for the cruelty of being born that way! It was just so unfair he was cursed with this! If something is born a monster and looks like a monster, is it still a monster if it behaves otherwise?  
Monsters could be seen in ponies who were vile and hateful towards others. This Changeling was at first, but that wasn't the same one in front of her now.

This one…she had fallen in love with.

The Changeling kept waiting for her to yell, cry, do SOMETHING to him. The wait was starting to kill him!

Just then, he felt something soft as silk being pressed against his chin and neck. Moving his head up slightly, he noticed pink hair covering the pony head that was laying against him. Fluttershy was on her side and was snuggling into his folded up legs in front of him, burrowing her face into his neck and chest in a very gentle way. It hurt her muzzle a little when she pressed into him. It wasn't like she was snuggling into soft pony fur this time, but a bug shell. To be honest, it still felt kinda gross, but she didn't care.  
Before he could ask what she was doing, she spoke softly, "I don't hate you, and I'm not mad. I was just upset that you thought I really wouldn't accept you after everything you've done for me. After all, I can see the good inside your heart Darkhorn. I forgive you, and I understand why you'd want to hide this secret, but you don't ever have to be afraid of what I'd think of you. To me, a creature that truly can care and tries hard enough to change is worthy of living among us. I…I forgive you."

He had to bite back tears from his eyes. She wasn't angry! And further than that she had accepted and forgiven him! It was almost like a dream. At that moment, he no longer cared. He was in love with the sweet pony, as ridiculous as it was for a Changeling to be in love.

He couldn't admit it now. For some reason, he didn't feel it was the right time. Not yet. He would have his chance. Little did he know Fluttershy felt the same way.

She giggled a little bit, "I just wish you would have told me sooner. I would have stopped trying to give you honey sandwiches." He smiled a bit, but still suppressed the tears as he rubbed his chin into her head, taking in her Honeysuckle scent. How could he have never noticed how beautiful her mauve mane was against her pale yellow coat?

She responded to his affectionate gesture by shyly nuzzling her head into his chest, earning a loud hum from him. She smiled, "Let me guess, is that purr from Changelings only?" "Yeah…" "That's so cute…"

She leaned away from him to look in his frightening pale blue eyes. Despite them looking so different, Fluttershy was able to see the same Alicorn she had come to trust within them.  
She looked upon with without fear, despite how ugly he was, she could see the beauty within him.

"But what about the others?" she asked, "I doubt they'll be as accepting of you."

"I'll remain in hiding a little bit longer until I'm ready to reveal myself. The wounds from the wedding are still too fresh for your friends…but as long as you're there with me then I'm not so afraid to show my form." He grinned, but decided to hide the majority of his sharp teeth, "Thank you, for understanding Fluttershy."  
He leaned forward and nuzzled her forehead with his nose and mouth. Usually, among his siblings, this could be a way of communicating trust since they tended to not talk. The trust was among closer siblings, and it was important since they could easily cut or damage each other with their fangs.

He not only used it for trust in this case, but for affection.

Fluttershy felt a small wave of fear come over her when his fangs brushed her skin, but to be honest they kind of tickled.  
Her bashfulness soon took over and she bowed her head from him, a blush gracing her pretty features.

He couldn't stop himself from thinking her expression was simply adorable.

Then, the unexpected happened.

Even though she was so shy and timid, she wasn't able to prevent leaning up towards him and giving the Changeling a quick kiss on his hard cheek. It felt funny, like kissing a glass or a bowl instead of fine fur. Even though the feeling was disturbing, it was still sweet.

She pulled away, shocked by what she just did in the spur of the moment. The Changeling only stared back at her with an equal amount of bewilderment.

Fluttershy became flustered, "S-sorry…I don't know what came over me." He didn't answer, but the horn on his head glowed and absorbed the genuine affection she had towards him in a flash. She blinked, waiting to feel weaker, but nothing happened.

The Changeling was still quiet though, and she began to turn redder, "W-well, say something." He wanted to say something. He was trying to talk, but no words came out.  
What was that she had just done? He's seen ponies do it before.

Was that a…kiss?

Changelings never kissed anything, and it wasn't just because they weren't supposed to feel love. Their fangs got in the way again and it would have been incredibly awkward for him to attempt it, and he'd possibly risk paralyzing her if he tried it.

Nevertheless, the feeling was euphoric!

He was about to form some words when the rain started to finally drizzle, and pour as the sun was setting into dusk.  
Fluttershy looked to the sky and giggled at the rain tapping her face, "We should get out of the rain before we're both soaked! Come on!"

She jumped up and began to happily run back to the cabin, scooping up the food basket in the process and gleefully laughing the whole way.

He sat there for a little longer in the rain and slowly touched his cheek where she had kissed him.

Happiness surged through his whole being as he leapt up with joy and followed after her, nearly forgetting to change back into Darkhorn before he got out of the forest.

The time would come that he would confess how he had fallen in love with her, but he still needed the right moment. The kiss was good enough for now.

He didn't know of the events that would soon follow, but he felt the worse was over and all they had to worry about now is how to break it to the others that he was a Changeling.

Oh how wrong he was.

Oh _god _how wrong he was…

* * *

_Funny thing is Honeysuckle actually does have a piece of sentimental value to me. When I was young, I use to eat the nectar of Honeysuckle flowers with my friends. They taught me how, and I still remember what they smell like. For some reason I imagine Fluttershy to have that perfume-honey scent to her. XD_


	11. A Warning

_Oh lookie! I'M BACK! Soooooo sorry for being gone for a few weeks. Got tied up with stuff at home and a group on Deviantart, but I finally picked up this story again and I'm determined to finish it darn it! Hope you guys are still interested. Thanks to everyone for being so supportive and all the ideas and reviews_

This isn't the longest Chapter, but it's important! Enjoy! :D

* * *

_Chapter 11: A Warning_

Darkhorn was happily working that day, eager to help Fluttershy more. There was the daunting task of telling her friends what he really was, but that was more of an afterthought. Right now, he was busy feeding the animals for Fluttershy while she was at the store, getting even more food.

While working, he noticed Angel hop up to him, his little black eyes beaming up at him. He got a slight shiver, something felt odd about the bunny. He shook it off and gave him an uncharacteristic smile and said, "Hey, Angel, got some bunny food for you."  
He pulled up the bag, but when he turned around Angel had hopped off. He stopped in front of the forest and turned around to look at Darkhorn briefly before disappearing into the woods.

He bolted after him, knowing full well that Fluttershy wouldn't want anything to happen to the little rabbit. He personally didn't want anything to happen to Angel either, despite everything he was starting to become attached to the sardonic fluffy animal. Even if it was daytime the forest could still be dangerous.  
After a short jog through the woods, he came upon a small clearing with a large rather intimidating tree over it.  
In front of the roots of the tree, Angel was sitting there, turned slightly to look at him.

Panting, the Alicorn walked up to the bunny, "Angel, there you are. Come on Fluttershy's going to be back any second and she'll get worried. What's gotten into you?"  
The bunny looked up and smiled at him, but it wasn't an innocent smile or even a sarcastic one. It was eerie, it was…familiar.

Before Darkhorn could react, Angel began to emit a sickly green glow until he was covered with it and briefly blinded him. Darkhorn looked away until the lightshow died down, and when he turned back he was so shocked his jaw dropped.

Towering above him was Chrysalis, the Queen of the Changelings.

The dark skin on his face became a few shades lighter at the realization. She had transformed into Angel to trick him into coming in the woods alone. That meant she must have been watching him for a while to know he'd do something so out of character for a Changeling.

Instinctually, the Alicorn transformed into his Changeling form and dropped down into a bow before her, muttering, "My Queen…"  
She merely scoffed at her son and said, "Hello, son." He bowed his head lower when she continued in a slightly angered tone, "Well, it certainly has been hard to find you, and when I did I must say I was shocked. Can you imagine my surprise when I not only find one of my bravest soldiers not only associating with one of the 6 mares but tasting honey and humming?"

Her voice became loud and harsh, causing Darkhorn to droop his ears a bit as she went on, "Not only that, but you're prancing around that fluffy headed yellow Pegasus! Fluttershy! You have even had the GALL to fall in love with her!"

She stomped her holed hoof angrily on the ground in front of him, causing him to jump and look up at her with a pathetic stare, "But mother I-"  
"How could you do this?" she interrupted, "Don't you remember what they've done? We were so close, so CLOSE to taking over this stupid little land and she was one of the ponies that stopped us! And here I come to find that you've fallen in love with her? What is wrong with you? Explain your treasonous acts!"

The Changeling bit his lip, afraid and unsure of what to say. Finally after a few tense seconds he answered back quietly, "My Queen, I came here to seek revenge on Fluttershy because she had injured me in the woods. When I tried though…I…I just couldn't do it."  
"Why?" Chrysalise demanded, her green and blue eyes unforgiving and cold.  
He hesitated, "B-because she was kind to me mother. No, not just to me, but everyone. I watched how she's interacted with me, other ponies, other animals, and she's so giving and gentle. I'd never seen such love so freely given, and because of this she's freely shared it with me." He started to stand, "My Queen, there is another way! I've discovered it! You see, we don't have to force love away from anyone! We just need to react in the same kindness and generosity they show! And once we build up trust, the love of friendship will automatically be shared with us because they are willfully giving what we need! We don't have to drain them into husks anymore! We don't have to cause harm. We just need to be friends with the ponies and they will trust us enough to keep us living for as long as we need to. We just have to try…"

The Queen looked down at him, not moving for several seconds. Then she burst into loud laughter that made Darkhorn back away a bit, "Love? Friendship? Oh you foolish boy, don't you see? They've brainwashed you. Even if 'sharing' the love is true, what's the fun in that? It's much faster and more filling to force love away to devour than to share, and neither I or any Changeling of mine will be associating with the likes of ponies."  
Her large horn lit up and enveloped Darkhorn. Then she began to drag him away with her magic, "Come, I'm taking you away from here for we have much to do."  
Darkhorn for a moment hesitated. She was his mother, his Queen, and they were the only family he's ever had. Should he really fight against them just because of some ponies that he doesn't even know would trust him? Should he really give up everything on that single shred of hope?

Then it hit him, Fluttershy.

He would give it up for her. His bond with the innocent pony was too strong to be bound by the hateful nature of his mother, and he was free from her grasp forevermore.

Shaking out of the grip of her magic, he cried out, "NO!"

She turned around at him in anger, "What?" "I said no, mother." The Changeling snarled, "I won't go with you. I can't leave these ponies, no matter the cost. I…I like them, mother, and I love Fluttershy! And I have a name!" he transformed back into his Alicorn form, "It's Darkhorn, and this is my home now. I'm free from you, and you will never harm Fluttershy as long as I am around."  
Chrysalis hissed at the disguised Changeling and her eyes became slits, "This is your choice? To choose these stupid ponies over your own family?"  
"I don't want to hurt anyone anymore." He said, pained, "And if this is what it takes, yes. I'm done taking orders, and you will never harm them as long as I'm around. I will protect them as best I can." He said the last sentence with such bravery it shocked even himself.

She growled at him and stepped back, "Very well, my son. You have made a dangerous enemy, and though you wish it, you won't always be there to protect your precious little Fluttershy." With a hollowed tone to her voice, she whispered, "And when that time comes…I'll be ready…"

In a flash of green light, she was gone. As if she had never been there.

Taking a deep, shaky breath, Darkhorn turned around and went back to her cottage, his mother's words buzzing around in his head the whole way.  
When he reached the grassy plain, he was relieved to see his beloved Fluttershy waiting for him, "Darkhorn?" she asked, setting down the extra food she had bought from the store, "What's wrong? You look troubled."  
Darkhorn walked over and nuzzled her face, muttering, "I…it's nothing. Just a…ghost…" he decided to tell her later. Right now he didn't want to worry her, and personally he was shaken from the encounter.

What would his mother do if she ever got a hold of Fluttershy? Well, whatever it would be…he'd protect her.

* * *

_So, how was that? Still interested? Tell me what you think and thanks again for being so patient!  
_


	12. Danger in the Apple Fields

_Here's the next one. It's a little longer than the last one so enjoy!_

* * *

_Chapter 12: Danger in the Apple Fields_

A few weeks had passed since Darkhorn had run into his mother, and he was still shaken from the encounter. Despite the danger, he hadn't gotten around to telling Fluttershy but he believed he could protect.  
However, more often than so, he kept looking over his shoulder to the woods to see if he could find any eyes staring back at him. Now that he had turned against his mother, the whole hive would be against him, and he feared what they would do.  
He looked over to Fluttershy as she helped Applejack collect apples she just knocked from the tree. Now that Big Macintosh was better, he had been helping his sister apple-buck that day, but they always could use extra help when it came to gathering any apples that missed the basket or rolled away, or even carrying them to the Farm. Since they have a lot of trees to make up for due to Macintosh's absence before winter, all of Applejack's friends came to help, including him and Fluttershy.  
Appleacre Farm was impressive. Never before had he seen so many apple trees, nor did the apples look so bright.  
They were beautiful in the auburn leaved trees; like little red and yellow gems shining against the waves of amber.

He stopped a second.

_Well that was…poetic. Sheesh, I've been spending too much time around Rarity._

He had gotten to know the other ponies a little better as Fluttershy went with them on gatherings, games, and lunches. They had not yet gone on what Pinkiepie called a 'picnic' but they were planning on doing so soon before the winter came.  
Even if they're loveable 'friendship' was still a little irritating to him, he had come to kind of like it. They were quirky in their own special ways, and he couldn't help but start to feel close to them. Even Twilight's assistant, Spike, was growing on him. Something about the little Dragon's attitude reminded him of when he was little at times.  
The whole time he had been living with Fluttershy, but he could see how awkward that could be. Instead, he often considered getting a home here, but how? He had no money, and he'd never ask the others for some. It'd be too much. No, he'll come up with something later.

He smiled to himself when Fluttershy turned to him slightly and blushed. She really could be cute at times.

Her bashfulness earned her a playful nudge from Applejack, "Come on, eyes on me Sugarcube." She laughed and helped Fluttershy carry the apple basket to the farm.

Darkhorn had to keep from laughing as he began collecting apples for his own basket. Nearby was Rarity and Pinkiepie, helping each other with their basket. The two ponies were looking at him and giggling to each other like school girls. He glanced at them slightly, knowing that they were giggling at him. It was no secret that he and Fluttershy liked each other, as they had been spending more time in the other's presence than was normal. In a way, he had become her assistant and friend at the same time.  
Kinda like Spike was to Twilight, though…they weren't romantic. Oh no, that kid was way too infatuated with Rarity.  
In a joking manner, he looked at them and called, "What's so funny?" "Oh nothing!" Rarity beamed, "Just do what you do Darkhorn!" she laughed with Pinkie and they both skipped back to the farm with their basket.  
He only chuckled to himself as he was going to follow soon. Like he thought, they were quirky.

While he was picking up the apples, he heard movement in front of him. A brief wave of fear washed over him and he jerked his head up to see a small filly in front of him. She was a light yellow color, her man was deep red and a little curly, and her hair was tied back in a large pink bow. Her eyes were large and colored a pretty pink and orange, unique to most other ponies around there.  
He froze, not knowing who this adorable pony was or why she was there. For all he knew it could be a Changeling in disguise and he was reading her features for any sign of deception.

Instead, the foal beamed back at him happily, "Well howdy!" she said in that familiar accent of Applejack's, "I'm Applebloom! Applejack's sister! I don't think we've met, but my sister's said a lot 'bout ya and I just had to meet ya! You're Darkhorn, right?"  
His heartbeat slowed back to a familiar relieved pace and he sighed, "Uh, yes. Nice to meet you, Applebloom." He had met Applejack's brother, Big Macintosh, but the large red pony was shy and quiet compared to his sisters. The difference really was astounding.  
"Hi!" she suddenly walked to the sides of him and looked him up and down. He frowned, "Um, what are you doing?"  
Her eyes became bigger when she looked back up at him excitedly, "Wow! Sweetiebell was right! Ya do have a blank flank!" She turned to her side to show him her lack of a cutie mark, "See! Sweetiebell, Scootaloo, and I don't have cutie marks either! Not yet at least! I'm just happy I met someone older like you with a blank flank!"  
He gave her an awkward grin. He had no idea who Scootaloo was but she had to be one of her little friends. He had forgotten how important cutie marks were to ponies, and for a child who's never had one while everyone else does he can understand her conflict. It was almost sad, really.

She continued to smile up at him, "Wanna come back to the farm now? I brought the others some apple juice to drink and I don't think ya've had any! Granny Smith helped me make it!"  
He hesitated briefly, knowing full well that drinking that could give him indigestion. However, to not be rude and to keep up appearances, it would be best accepting her offer, "Okay, let me just pick this up and I'll walk with you." She smiled and began hopping back to the farm. He pulled the basket's straps onto his back and stood up, stronger than he's been in a while thanks to his recuperation.

When he began to walk back with her, suddenly the back of his head exploded with crippling pain. Too hurt and surprised to even cry out, he opened his mouth in a silent shout and fell onto his side, apples flying about and rolling around him. He quickly lost consciousness, the last thing he saw was Applebloom turning to him in shock and horror.

"I swear Fluttershy you and Darkhorn are as cute as a button when you're together!" Rarity praised as she helped them stack baskets with her magic, trying not to touch it with her hoofs as much as she could. She could chip them…  
Applejack had to agree with her, nodding a lot. Twilight nudged her a bit, "So, is it true he has an eye on you, Fluttershy?"

"Oh girls please…" she Pegasus blushed, "It's a little much for me right now, but he has been very kind to me, and helpful." She paused, looking at them, "Um, what do you guys think of him?" she was the only one who knew of his secret, so perhaps when he reveals himself to them it would be easier to accept him if they already liked him.

Pinkie clapped her hooves together, "I like him! He's a great listener and really nice!" "He helped me organize the library with Spike on more than one occasion." Twilight pitched in, "And he has a great curiosity for fairy tales. It's been fun to give him reading lessons these past few weeks, and he's a fast learner."  
"He's inspired so many creations for me I still haven't made them all." Rarity puffed, "He's so cooperative and charming it's hard to not keep him in the boutique. Not to mention he's told me so many tales of beautiful forests and towns he's seen."  
Rainbowdash smiled, "He's shown me some great wrestling moves and has even beat me on more than one occasion. That pony's tough, I'll give him that." "He's helped me carry things on more than one occasion." Applejack took a drink of the apple juice her sister had brought them earlier, "Frankly, I think any friend of yours is a friend of mine."

Fluttershy gave a sigh of relief, happy her friends did seem to like him. That'd make this easier.

Speaking of which, a voice interrupted them, "Fluttershy?" she turned around to see Darkhorn standing there, looking concerned and even serious. She cocked her head at him, "What is it?"

He walked to her and said, "I have to talk to you alone, it's serious." Equally concerned, Fluttershy nodded, "O-Okay." She turned to her confused friends and politely said, "I'll be right back."  
They nodded back to her while Darkhorn led her back into the path of Apple trees and out of sight.

Once Darkhorn was sure they were out of sight, he turned back to her, "Fluttershy, you need to know something, right now. I've been meaning to tell you this for weeks, but I didn't know how to say it." He was hesitant and scared, which only worried her even more, "Darkhorn, please tell me what's wrong. You know I can help."

"Well…" he took a deep breath, "My mother, Queen Chrysalis showed herself to me a few weeks ago. She gave me a warning that she would be ready if you were ever alone. I'm afraid that she's closer now than ever and you could be in danger!"  
Fluttershy's yellow face paled, "Oh no! This is horrible!" she turned, "We have to tell the others, she could try to hurt them too!"  
"We can't." he suddenly said. She turned back to him, even more confused, "Why?"

"Because…" he smiled, "He didn't heed my warning after all."

Her confusion twisted to shock when a green glow enveloped the Alicorn, transforming him from Darkhorn into the figure she feared. Queen Chrysalis.

She gasped and turned to run away, but two other Changeling appeared out from behind the apple trees, blocking her path. She was trapped.  
Fluttershy turned back to the Queen and attempted to beg, but she was so scared she couldn't even scream. Before she could fly away, the large Changeling laughed and covered the group in the green light from her horn. In an instant, they were all gone, teleported away.

"She's been gone for a bit." Applejack noted, looking back at the trees, "He must be giving her quite a story or somethin'."  
Twilight was about to say something when a frantic cry came from the trees. They all turned to see Applebloom galloping as fast as her little legs could take her, "Come quick!" she panted, "Darkhorn's hurt! He ain't gettin' up and I don't know what to do!"  
They were quickly at their feet and followed Applebloom into the apple tree fields. Sure enough, there was Darkhorn, on his side out cold with the apples he was carrying sprawled out around him.

Twilight walked up next to him and noticed a really large bump on the back of his head, "He's been kicked in the head, really hard."  
"We should get him to the hospital!" Rainbowdash insisted, but Twilight looked at them in a more fearful manner, "Wait a second!" she looked down at the unconscious Alicorn, "If this is Darkhorn, who was that Alicorn that took Fluttershy?"

The others looked at one another, too confused and shocked to say anything.

Just then, Darkhorn awoke with a slight jolt and looked around to see the scared ponies around him. All of them were there except Fluttershy, "Wh-huh?" he slowly picked himself off the ground, the ponies, except Applebloom, backing away from him in obvious fear.  
He stood in front of them confused and dazed, "Wh-what happened? Where's Fluttershy?" his head was pounding and made it hard to think.

Twilight was the first to speak up, anger laced in her tone, "Who are you, what are you really? Do you have some kind of twin running around?"  
When he didn't answer her, she continued, "Someone who looked just like you came to us and asked to speak to Fluttershy alone, now we come to find you knocked out and Fluttershy missing."  
"Where is she?" Rainbow butted in, "What have you done to her?"

He felt the blood leave his legs and he nearly fell over from the horrible realization, "No…" he whispered, then shouted, "NO!" he stomped his hoof on the ground in frusteration and devastation, squeezing his eyes shut tight. No tears came, he refused to let them, but the headache he had and the trauma of the situation was making his mind spin in agony.  
"What's going on?" Applejack asked, a little kinder than the others, "Darkhorn, please tell us what's going on?"

"She's gone!" he shouted, yelling it practically to the sky, "She's gone! She's gone! She took her! My god she took her!" "Who?" Pinkie asked, getting scared, "Who took her?"  
"Queen Chysalis!" he blurted out, pain in his voice and on his face.

The group gapped at him, horrified, "Queen Chysalis?" Twilight said with horror, "Why? How did she find us? What does she want with Fluttershy?"  
"She took her to get back at you all, and me." He bowed his head, struggling to continue staying conscious, "I was such a fool! I should have warned Fluttershy and you guys but I held back and-and…now it's all my fault!"  
Twilight was becoming angry, scared and confused at his words, "What are you talking about Darkhorn? How does the Queen know you? Why would she take Fluttershy to get back at you?"

"BECAUSE! Twilight…I…" his loud voice trailed off into a soft whisper, "Because…I'm not who you think I am, or what…"  
He took a deep breath. Now. He had to tell them NOW.

"Guys…I…I'm…" he sighed, and his horn began to glow green. It slowly melted away his pony form and into his true form, the horrifying bug-like creatures they all hated so much.

When the transformation was complete and he looked up at them with sad, blank blue eyes, he said in his dark tone, "I'm a Changeling."


	13. Confessions and Confrontations

_Pretty long chapter here, but it's one of the last! Be ready!_

* * *

_Chapter 13: Confessions and Confrontations_

Darkhorn recoiled away from the angry expressions they gave him. Applejack pulled Applebloom away from his side, "Get away from him!"

Rainbow Dash was the first to act violently, zooming up and ramming into him. He had no time to react before she pinned him to his chest, her hooves to his back, "Changeling!" she yelled, "You tricked us! You were a monster the whole time and now you took her away! What have you done to her you horrible thing?"  
"Rainbowdash please!" Rarity yelled frantically over her friend's shouts, "This isn't going to help anything!" "You know what they're capable of Rarity!" Twilight stood next to Dash, facing her.

Pinkiepie gave an uncharacteristic frown, "B-but, it doesn't make sense! He's our new friend! A part of the group! Why would he lie about this? Why would he lie about the Queen being mad at him? I-I…" She looked down to the trapped Changeling underneath Rainbowdash's hooves, rather pathetic looking. With short breaths, she asked, "H-how could you do this? Wh-why did you trick us? I-I-I thought w-we were friends…" she started sniffing and began to sob, which quickly turned from little hiccups to very loud bawling.  
Applejack was quiet, staring at him with a determined glare, protectively standing in front of a frightened and confused Applebloom.

The fanged creature's gaze dropped, feeling ashamed as their pained emotions welled all around him. He could feel them all. Fear, pain, betrayal, sadness, agony, hatred, all directed towards him.  
The only reason it didn't affect him so directly was because he was too devastated to notice, and it wasn't fully there. There was still something else, a piece of friendship and trust they had built up was holding.  
Playing on it, he snarled, "If you hate me fine. If you want to run me out of Ponyville, okay!" getting into position, he managed to throw Rainbowdash off and pin her down on her own chest with his hooves, but he eased up.  
He was so much stronger than her and could easily break a bone, something he didn't want to do, "As painful as it would be to get chased away by the very ponies I called my friends, I could accept that, but now it's not important!" the Changeling stared at them in determination, "I'm sorry I tricked you all. It wasn't supposed to be this way. Just…everything got so messed up. I never even wanted friends I just wanted revenge but you all…changed me. I couldn't do it! I couldn't hurt anyone anymore. W-we were supposed to break it to you all together that I was a Changeling, we just couldn't find the right time. But now it all doesn't matter because Fluttershy is in danger! If we don't stop my mother I fear what fate could await her."

"Why bother?" Twilight asked, furious, "Why worry so much about her or us when you're just another-" "Another what, Twilight?" he interrupted, "Another one of them? Another monster? Another freak? Another Changeling? If I really was a Changeling still bent on destroying you all I would do it right now. If I really was evil I'd snap Rainbow's wings off!" he said, making the Pegasus underneath him squirm.

"Even after everything I've said or done with you guys, if you really think I'd still do that, then…" he hopped off her and backed away, Rainbow wiggling to her feet and backing against the rest of the group, confused, "Then…you really just don't know me after all." He turned away from them, saying, "I'm going after her, and if you guys want to get rid of me fine, but do it after Fluttershy's safe. I'm not going to let her get hurt." He looked back, "I'm sorry I tricked you all, and I'm sorry you had to find out like this, but I'm trying to atone here. Please…help me find her."

They were quiet, looking to each other as if they were unsure he was being truthful. Finally, Twilight said, "Why does she mean this much to you, Darkhorn?"

He gave a small bow with his head, "I'm in love her."

They all stared back at him in silence, unsure of what to say. He read their expressions, and all he could see was they were deep thought.

Applejack finally took a step forward, her sister looking up at her, "Applejack?" "Don't worry 'bout me hon." She ruffled her hair, "I'll be fine."  
She walked up next to him, "Look, Changel-eh, Darkhorn. I don't know how long it'll take till I can trust ya again, but if you wanted to hurt us ya would've have done it a long time ago. So…I believe ya, and I'll help."  
He gave the orange pony a toothy smile, "Thank you…" She looked to the others, "What 'bout yall? Ya comin' to save our friend 'r what?"

"If Applejack believes you, then, I do to." Rarity walked next to them, "Even if she wasn't always the best with hygiene, she always had good judgment in character." Applejack stuck her tongue out at the white unicorn to which she sneered, "Besides, you've been very helpful to me."

"Aw what the hay?" Pinkiepie suddenly perked up, the tears gone immediately as if they vanished in thin air, "Part of being friends is to learn to forgive each other! You were nice to me and you decided to hang with us instead of kill us! We…are friends…right?"  
The Changeling nodded to her, "Sure Pinkie, it's the only reason I suffered through all those awful cupcakes." "Yay!" she yelled, hopping up next to the group.

"If it would save Fluttershy, I'll go for it." Rainbow began to smile, "Besides, pretty cool how you were able to disguise yourself for so long, and best me too." When she walked up to them, he awkwardly said, "Yeah, well you bested me before. Gave me a pretty good kick in the head when we first met, knocked me out clean." "Oh, that was you?" she laughed, "Man, I spent a week bragging about that. Ha."  
He was relieved she seemed more eager about his lie than before. He didn't want to lose consciousness again.

The only one of the five not with him was Twilight, who was still silent in thought. After a few seconds of awkward silence passed, Rarity said, "Twilight darling, we all know how you feel about Changelings, with what happened with your brother…" She looked up at them with angry purple eyes, but said nothing. Applejack continued for her, "But ya gotta put that aside for now, cause our friend's in trouble. Please understand."  
Still silent, Darkhorn took a step towards her, "I'm not asking for forgiveness from any of you Twilight. I'm also not asking for acceptance, as much as I want it. All I want is help, so we can rescue Fluttershy. She means a lot to me, but I can't imagine how much she means to all of you. For what it's worth, I'm sorry. Not just for the lies but for Canterlot. I…I really am. Please help me."  
She stood there, digging her hooves into the dirt and closed her eyes, holding in her rage. She took a deep breath and let it leave her, finally saying in an even tone, "You really do love her?"  
"Yes." He nodded, "As strange or unbelievable as that is to you or me, I realize that I really do, Twilight."

Letting out another long breath, Twilight opened her eyes to look back at his icy blank one. She didn't look upon him with great detest, but of slight forgiveness. Anger was still laced, but he knew she was starting to understand. If Fluttershy accepted him, maybe she should try, "Alright." She stomped her hoof, "Let's go save her."

The Changeling eagerly nodded and turned around, "Quickly! If there's anywhere she would have taken Fluttershy it would be the woods!" he fluttered his insect wings and lifted himself off the ground, knowing he could go faster in the air than on the ground, "Follow me!"  
He flew off with the five mares galloping close behind.

Applebloom was left alone, confused more than anything, "Uh…bye?"

It wasn't long before they reached the brim of the Everfree forest. Hovering in the air, he turned to them, "I can sense the hive deep in these woods. Now look, this is going to be a challenge and if it doesn't go well, I can't guarantee we'll all come back."  
The mares looked at him, worry on their faces, "But like I told my mother, I'm going to protect you all as best I can. I'm not going to let her hurt anypony as long as I'm standing."

"But you're flying." Pinkie pointed out, making him do a :/ face. He had to admit though; he had missed flying with his bug wings. It was kinda fun.

Twilight stepped forward, "Some of my magic might be able to help us against hers, but I don't know how well. Be ready girls."

They nodded back, determined. They had gone on several adventures together, and that's how this one would be done. Together.

Darkhorn landed in front of them and sped into the forest with them behind, knowing he wouldn't be able to fly in the tangled mass of trees. Something to keep in mind, as the hive won't be able to either. They ran deeper and deeper into the forest. Despite it being a cloudy afternoon, the canopy of the thickening forest trees was closing in, creating a stick blanket of darkness over them. It soon got so dark Twilight had make a light spell to show the way. He didn't need it though, Changelings can see in the dark. Ponies couldn't, so she kept in the back with the others while they followed close behind him.

After nearly a half hour of traveling through the woods, Darkhorn suddenly stopped running. The girls nearly ran into him and practically collapsed against each other. Twilight walked up next to him, her horn with the light spell shining brightly, "What's wrong?"  
"I can smell them, they're so close. Turn out your light, Twi." She hesitated briefly, not being too fond of the dark, but nevertheless she let her horn dim until the light was swallowed up by the darkness altogether.  
Once she did, a green glow he knew so well showed through the trees ahead, shining through the spaces between the trunks in the darkness. The light illuminated them, giving them all a greenish look and barely showing them in the darkness.

The glow being their only light source now, Twilight jumped when she heard a growl from the Changeling next to her, "There…they're there…"

Cautiously, with him in front, the group traveled through the trees to what appeared to be a large clearing between the trees. The glow was emitted all around from what appeared to be green cocoons, or 'eggs' of some sort, looking very much like large insect eggs. They were attached to the trees and the ground, covering most of the area. Then, right in the center at the top, ther was one single large one hanging by some sturdy branches. Upon closer inspection, Darkhorn realized in horror it was an unconscious Fluttershy trapped within. It was much like how Princess Celestia was trapped back at Canterlot.

It wasn't long before the others took notice and reeled back in shock. Rarity gagged a little, "Ew! What on Earth is she doing in there?"  
"The Queen put her there for more than just restriction!" the Changeling hissed, fury in his voice, "The pods do more than just hold our young, when a regular pony is trapped inside they'll go through a grotesque metamorphous that turns them into-"

"One of us…" hummed a feminine voice. From the darkness of the green light, the Changeling Queen walked before the ponies, sneering down at them with a cold look in her eyes, "Like my home? It's not much, but it's the most I could do ever since the wedding incident."

Other Changelings gathered at her side, one in particular he recognized dressed in similar armor he used to wear, "Why?" he shouted at the Changeling. The creature avoided his gaze and muttered, "You betrayed us, brother. We have no choice but to follow our Queen…"  
The Changeling's voice was a few octaves higher, making it obvious that it was a female. One of his closest sisters, in fact, since they were both born to be royal guards for their mother.

Even though it was predictable, her betrayal did sting.

Taking his focus off his brood sister, he turned his gaze back to their Queen, snarling. Rainbow got bold enough and stepped forward, "Let Fluttershy go! She didn't do anything!" "Right!" Darkhorn agreed, "She and these ponies have nothing to do with this! This is a family spat!"  
"No." Chrysalis circled them, like a predator to prey, "You think this is just over you, my disobedient son? This is a far more delicious revenge I have been planning for a while. Instead of destroying Equestria's saviors, I thought why not turn them into one of our own for the world to look down on? That way, they'll be alive and everyone will stare on in horror as their precious guardians help the Hive take over and destroy everything."  
She stopped walking and stood before Twilight, "To be honest, I was going to start with you." She pushed her in the chest with her hoof, "Just to get back at your pathetic brother for ruining my scheme. You were also the one who exposed me in the first place, so I figured just go to the source."  
Her smile became devious, "But then, there was you, 'Darkhorn', how you've let yourself be tamed is comical." She leered, looking over to him, "How disrespectful and outrageous you were, as if you were a spoiled child with a new toy you refused to let her go, claiming how much you 'love' her when you know full well we don't feel love! We devour it!"  
She bent down towards his head, saying in a mocking tone, "Still, you foolishly accepted this delusion and turned your back on your hive! Your family! An act of treason cannot go unpunished. So, like the spoiled child you were, I had to take your toy away."

He growled and snapped his teeth at her, "Then just take me and let them go!" "I don't think so." She laughed, "They will make fine soldiers for the Changeling army. Besides, it's so much funner to watch you squirm."  
The Changelings began to surrounded the group, the ponies behind him starting to huddle together. He bit his lip, deciding to try another tactic, "Brothers, sisters! Listen to me!" he called to the other Changelings, "We don't have to fight! I'm sure dear old mom hasn't told you but there's another way! We don't have to drain positive emotions from others, but instead share it! All we have to do is share the love that binds our family and friendships and we can survive! We don't have to hunt, we don't have to drain others into husks!"  
He turns in a circle, speaking to them all, "We can be good! We can be their allies and not their enemies. In a few years, no one will have to hate or fear us anymore!" while the others were hesitating, he just realized how tired they all looked. In fact, he could sense they were fearful and emotionally starved to a state of weakness like he was when he attacked Fluttershy. They were all desperate.  
The Queen's method of attacking, tricking, and draining wouldn't work when they were in such shambles. It took too long, and it was harder to do now they were scattered in the forest in small numbers. His hive was starving to death.

"I can sense your desperation! You're all dying and you know it!" He looked back to his mother, pleading now, "My Queen! Please hear me this time! The love you have for your hive, the love we siblings share for each other, we can feed off it because it's freely given! It won't drain and kill us! You have to try!"  
"Silence!" she shouted at him, "You do not order me! And I refuse to permit us to feed this way! The way of a traitorous child! As for love, you know my heart has no such room, not even for the hive."  
Some of the Changelings, including Darkhorn, were shocked. How could their own mother say that? Even if the was a Changeling there must have been some amount of empathy towards the hive, but she just flat out said she didn't care for them.  
For creatures that were supposed to not feel love, that hurt like nothing else.

Holding back tears, emotions starting to get the best of him, he begged, "But if you don't the hive will die!" "THEN SO BE IT!" she stomped her two front hooves before them, "If that is what it takes to not betray our pride, then the hive will starve with me!"

Once again, shock hit the Changeling brood as they began to become hesitant, not sure of what to think now.

He knew that convincing his siblings would take too long, and Fluttershy needed them now! Knowing that he had no other choice, he hissed, "Fight me." The Queen raised an eyebrow at him, so he got into a fighting stance, "I said fight me! I will fight for their freedom!"  
She cocked her head, "And your imprisonment? You will be severely punished…." The Changeling didn't hesitate, "Yes. If you win, you get us all. If I when, they go, but I stay. Neither of us will use magic, only a physical fight. Deal, _mother?_"

Seeing not much of a downside except a scuffle, she nodded in Acceptance and walked to the edge of the clearing to get a running start.

While she moved, Applejack nudged the Changeling, "Have ya flipped yer lid? Ya can't fight her alone! It's too dangerous!" "I know what I'm doing." He muttered. Twilight protested, "No! Even if you win you'll be trapped here!" "It's a price I'm willing to pay." "You could get killed!"  
"This is my fight Twilight! I got myself into this mess ever since I attacked Fluttershy in the woods." he pulled away from them, "Stay out of it, and tell her I'm sorry."

With that he walked from the group into the clearing and faced Chrysalis. She smiled down at him, ready to fight and they both started to circle each other. The other Changeling kept their distance, and the mares only watched.

Twilight looked on, hopeless, "What do we do?"

* * *

_Almost done! Thanks to everyone for reading!  
Also, I'd like to mention that __SuperWiiNES64_ actually made an alternate version of this story and you should go look at. It's well done so far!


	14. The Power of Love

_Pretty decent sized chapter here, so sit tight!  
I'm also naming the last official chapter after SuperWiiNES64's awesome alternate take on my story. I still suggest you go read it, it's really good so far and sticks will all the characters, even my OC!  
Thanks SuperWii for the story, and thanks to everyone who gave me helpful advice for this story! You're awesome!  
_

* * *

_Chapter 14: The Power of Love_

It was several tense seconds of silence before Chrysalis lunged at Darkhorn. The smaller Changeling rolled out of the way and skidded to the side, in time for his chest to be rammed by her head. Darkhorn let out a pained gasp as he was thrown onto his side.  
He saw his mother rear up to stomp him with her sharp hooves. Panicking, he rolled away just in time before her hooves hit the ground. Once they did, he jumped to his feet and spun around, kicking her front legs away with his back legs.

She toppled over, surprised, and he jumped onto her flank, trying to pin her down. When she squirmed, Darkhorn began to yell, "Surrender mother! I don't want to hurt you!"

"Never!" she pulled her right leg back and tried to kick him in the face. Dark pulled his head to the side to prevent it from being kicked in, but the sharp holed hoof nicked his right cheek, leaving a big gash. His green blood splattered onto his neck and he gave a short cry, distracting him long enough for Chrysalis to throw him off.  
He nearly tumbled, but he found his balanced and began to block away her attacks. They fought for several minutes, sweating and getting tired. Chrysalis was stronger and more experienced than Darkhorn, but he was putting up a fight. More than a fight, it was like battling a dragon. Every hit, every scratch he got he would only fight back harder. She had no idea how he had gotten so strong. Where in the world had this strength come from?

It couldn't possibly be love giving him this strength, could it?

Rarity looked to the others, "Are we really just gonna sit here and let him get killed?"

"We don't have a choice." Twilight mumbled, "If we interfere we'll all be captured and Fluttershy will be doomed."

"Can't ya just use yer magic to teleport us all outta here?" Applejack protested, not able to keep her green eyes off the brutal scene.

Twilight sighed, "If I concentrated enough, maybe, but…I can't. You all know even if I do she'll just find us again. This…is the only way, and Darkhorn knows it."

Even after everything, Twilight was surprised to find a rising feeling in her chest. She felt…sympathy… towards the Changeling. It wasn't just because he was fighting to save Fluttershy, but he knew that even if he won he'd be trapped there. Yet he still fought?  
It was admirable, and something she never thought a monster like him could ever be capable of. She bit her lip, choking back these rising feelings of guilt. Internally, even when she went with him to go save Fluttershy, she was hoping something bad would happen to Darkhorn because of what he did to Fluttershy, and she knew she wasn't the only one who thought that. How had she forgotten the lesson she had previously learned? To never judge a book by its cover?  
She looked to her friends around her, they were watching the fight with the same amount of pity. Whatever they were feeling before this, their thoughts had to be similar to hers.

_Don't get hurt._

The surrounding Changelings could feel the concern coming from the ponies and it only confused them. Are they really worried about one of their own?

Finally he got tired enough to make a misstep. Chrysalis took advantage of this and kicked him in the chest with her hooves, hard enough to scratch and crack the bug like shell on his surface. Bleeding from the wound, he fell onto his back but moved out of the way when she tried to pin him down herself. Rearing up, he tried to kick her with his own front hooves but she knocked him back with her arm and tried to ram him with her head to skewer him.  
He avoided her horn by jumping to the side and kicked with his back legs, smacking her in the side of the jaw.

Chrysalis cried in pain this time and stumbled a bit, her lip cut and bleeding and temporarily dazed. He took the opportunity to kick her again to knock her down. She stumbled and fell more out of exhaustion than anything.  
When she tried to get back up, Darkhorn was at her front and spat out green sticky slime from his mouth, pinning her front legs to the grass. When she struggled, his horn was pushed against her throat.

All the Changelings around seemed to hold their breaths, knowing what he could do at any moment.

Darkhorn and Chrysalis were both panting, exhausted. His very sharp horn was still pressed against her neck, but he knew he had won. They were both bruised and covered in scratches, but he had won.

She waited with tensed muscles and hateful eyes towards his action, knowing she had lost.

Darkhorn let out a growl, "I win, mother." His words weren't filled with hate, but anger, "Even so, I could double cross your words and slit your throat with my horn right now…"

Pinkie cried out loudly behind him, "I CAN'T WATCH!" and she put her hooves over her eyes.

Darkhorn rolled his icy eyes and looked back at Chrysalis with his furious gaze, "Still…I won't. I won't betray anymore, or anypony, not even you. Because as much as I hate you, I still love you mother…" he backed away, "Now let them go."

She gritted her teeth, bit with all eyes on her, grudgingly agreed.

Her horn glowed and the cocoon above them detached from the branches lowered and gently fell into the middle of the clearing. The other mares ran from their position to the cocoon and Darkhorn turned to them, away from Chrysalis.

Twilight moved to the cocoon and with Rarity's help quickly sliced it open with her magic. Once the thick layer was opened, green ooze spilled out onto the grass and made Rarity hop back in a yelp. Applejack and Rainbow Dash had to pull the sides open enough for Darkhorn to gain access.

He reached his arms into the goo until he wrapped them around something solid but she was too deep inside, "Pinkiepie, help me pull her out!"

Pinkie obliged and wrapped her arms around his torso. Tugging, they managed to heave Fluttershy out of the slime and onto the ground, practically collapsing on him. Not caring about the goo at all, he began trying to wipe it off of her. Fluttershy's friends gathered around in a small group.

"Fluttershy." Twilight started, "Come on Fluttershy. Wake up. Come on wake up!" The girls started to shake her and say her name, but no one could get a rouse from her.

Darkhorn hugged her to him, scared, but her body was unresponsive, "Wake up…" he whispered, "Please wake up…"

Several minutes passed, the Changelings only watched in silence.

The mares began to cry. Pinkie looked to the others, "Sh-She's gonna be okay right? Right?"

"Wake up!" Rainbow Dash yelled, "Darn it wake up Fluttershy! Please!"

"That isn't going to help anypony!" Rarity yelled, equally upset, "It…isn't going to help."

The Changeling holding her let a few tears squeeze through as he held her to his chest, "Please…please…" was all he could say.

"Hmmn…" she shifted in his arms, "Wh-who's crying?"

He gasped and held her out to look at her fluttering, beautiful eyes. Those beautiful cyan eyes!

She blinked at him, dazed and confused, then weakly smiled, "H-hey Darkhorn. Why aren't you…in your disguise?" she then looked up to her friends, who had tears in their eyes but were now smiling, "Oh..hey girls…" she wiggled a bit, "Wh-what happened? Where am I and-" she looked down at herself and realized she was covered in slime, "Uh, what is this?"

She was surprised when the girls cheered and Darkhorn pulled her back into a tight hug, "Thank Equestria you're alive…" she heard him whisper into her ear.

Realization slapped her like a brick and she did a loud gasp, "Darkhorn! Chrysalis! Changeling nest! I was taken and trapped and now…My friends! You're not hidden! You're expo-"

He interrupted her with a brush of his fangs against her forehead, the Changeling version of a kiss, "They know…Shy…they know everything."

He released her and sadly began to walk backwards away from them, "And now, you're free to go back home, and I must stay in mine…"  
Fluttershy looked confused, "Wha-what's he talking about?"  
She looked to her friends and Twilight said in a sympathetic tone, "The deal was if he won his fight against Chrysalis we could go, but he would stay for punishment."

"What?!" The yellow Pegasus tried to jump onto her feet, but wobbled a bit and had to be supported by Twilight, "You can't! You can't do this Darkhorn!"

He shook his head and looked away from her, refusing to see her cry, "Fluttershy don't make this hard-"

"But I love you…" she whispered. He looked to her, sympathy in his icy cold gaze of immense sorrow, "I love you too…" he choked, "I wish I could stay, I wish I could go with you, but…I'm bound to my word now…understand."

Fluttershy was about to protest more, but a giggle came from the Changeling Queen, "As cute as this all is…" he ripped her feet free of Darkhorn's trap and lunged at him from behind. Before anyone could react she bit into the back of his neck.  
He cried in pain and the mares cried in surprise as the Changeling was thrown by Chrysalis onto his back. Paralysis from her poison hit him hard and he was unable to move. He was sprawled out on the grass and could only gasp in short breathes of agony, and was now unable to protect anypony.

Fluttershy cried out and was immediately at his side, barely able to stand herself.

He looked to them and barely was able to talk, "I-I'm sorry…" he breathed, "I should…have…known…"

Chrysalis laughed loudly and sneered at the two, "Fool! Did you really think I would let you go that easily?! No, I was never going to! But my son was so blinded by love he couldn't see through the deception." She smiled, "And now you're all going to stay here…forever."

"No…" Darkhorn rasped. He tried with all his might to move, but it's as if his body was made of lead and wouldn't respond.

Chrysalis started to walk towards them, "But don't worry, my traitorous child. Because you did beat me, I'll reward you with a quick death."

Fluttershy stood but her legs were shaking, "G-get away from him! I won't let you!" Chrysalis smiled down at the weak pony, knowing she could be crushed easily.

Chrysalis pushed Fluttershy down against Darkhorn's immobile body, "Then you can watch up close."

The pony pinned herself over Darkhorn, trying to protect him with her own body.

Before the Queen got closer Applejack suddenly stood in front of the two, "Hold it partner." She scowled, "Ya ain't touchin' either of em' while I'm here."

"Yes, you get your beastly self away from them!" Rarity stood next to Applejack, "You won't you dare harm a hair on their heads! Or…shell!"

"And you're gonna have to put me down if you wanna hurt them too!" Rainbowdash zoomed to their side and raised her front hooves in a boxing motion, "Back off or I'll bust you up!"

Pinkie joined them, imitating Rainbow's boxing move, "Yeah! We'll all bust you up!" the action made Rainbow huff.

Then lastly Twilight stood in front of the group, her horn surrounded by a purple glow, "Touch any of them and I'll turn you into a frog."

Fluttershy and Darkhorn couldn't believe it. They were going to protect him! A Changeling! Even Twilight was standing up for him.

Chrysalis backed away slightly, knowing full well she couldn't take them all on.

Letting a smile slip, she looked to the others and said in a loud tone, "Minions! Put them in cocoons just like the Pegasus before."

The ponies looked around, expecting to break into a big fight just like Canterlot. Instead, something else happened. The minions shifted and looked to each other, but none moved a muscle. They appeared to be in conflict.  
The Queen looked at them in bewilderment, "Minions, did you hear me? I said put them in cocoons!" The group still didn't move, and instead turned their blue blank eyes accusingly to their mother.

Furious, Chrysalis looked to the female Changeling from before, "Apprehend them now!"

"Enough!" the Changeling yelled at her.

She walked over to the ponies and stood next to them, "Enough…"

She looked to her mother, "Darkhorn's right. We're dying, and it's because of you. The Queens and broods before us didn't always steal love away! It was only when you were bred to be our Queen did we start suffering! We're the latest brood of Changelings in this Hive and we're dying because of the hate in your heart!"  
She sighed slowly, the expressions of her brothers and sisters reflecting her pain, "Mother…just…leave. Go. Go away and don't come back. It's what's best for the Hive."

Chrysalis began to growl and her horn glowed, "What?! You dare to betray me as well?! I'll destroy you too!"

"Really mother?" she frowned and stomped her hoof, "Can you really take us all on? The whole Hive?" Once she said that, the other Changelings began to stalk closer, furious and driven to survive.

Fear taking her, the Queen backed down, her horn dimming. The female Changeling looked to Darkhorn, "First you're going to free the poison from his body. Then I'm going to give you one more chance to walk from the hive, mother."  
Chrysalis began to hiss, but the Changeling ordered, "Now."

Not having any choice, she looked to the ponies and snarled, "You'll…pay for this." She glanced coldly to Fluttershy, "All of you…" Her horn flashed and the glow covered Darkhorn and disappeared.

He moved his stiff muscles, sore but no longer paralyzed and sat up. Once he was better, the light enveloped Queen Chrysalis and she disappeared from sight, gone from the hive forever.

The female Changeling turned to Darkhorn and help him up, "You alright, brother?"

He nodded, amazed at what had just taken place, "Yes. You…exiled mother."

She shrugged, "It had to be done. With her, the hive was doomed. You and your friends helped save us just now."

Fluttershy rushed up to him and nuzzled into his hard chest, to which he moaned a bit because of the wound. He didn't care though and rested his chin on her head, smiling and relieved, "I'm so happy you're okay…" she muttered.

He rubbed his head against hers, "I feel the same about you…"

"Dawwwww…" they turned over to see Pinkie looking at them with puppy eyes.

They giggled a bit and back away from each other with the mares around them, happy everything was settled. Darkhorn's expression then fell, "But…I still have to be with them."

"But why?" Applejack moved to him, "I thought everything was fine."

He sadly shook his head, "No, it isn't. We have no Queen, no leader…"

"Actually brother, we can survive." The female Changeling interrupted, "It won't be easy, but we'll survive. Along the way a new Queen will be born, or maybe there's already one among us."  
She walked away from them, "We'll stay here in these parts of the Everfree forest. The love we have for each other, as miniscule as we Changelings can feel, will keep us alive, and maybe someday the ponies will be able to trust us too." She weakly smiled to them, "It's a small chance, and it might take years, but it's a chance. And thanks to the bond between you and those ponies Darkhorn, I know it's possible."

He nodded, but kept his solemn gaze, "But, how can I go back?" he looked to the group, "I…I'm just an ugly duckling guys. I could never live with-"

Fluttershy leaned forward and kissed his cheek, "You're not a duckling…you're a swan. You deserve to be happy." She nuzzled him, "Come back…please. It won't be the same without you."

He smiled at her and looked to the other girls. They were smiling at him awkwardly, and it was Twilight who said, "It…really wouldn't be."

Happiness swelled inside his chest as Fluttershy's given love restored him, making him feel as if he was on air.

Happier than he ever could be, he graciously bowed his head, "Thank you…I…I'll stay. With all of you…"

Fluttershy happily nuzzled up against him. He looked to the female Changeling, "Are you sure you will be okay sister?"

"Yeah, we will." She smiled at him, "You know, now that I really think about it, it's a little annoying to not have a name. Instead, how about you guys just call me…Siya…" she smiled, "Yes…Siya. I…like that name." she nodded to them, "If you ever need us, any of you, you'll know where to find us. The Changelings of the Dragonfly Hive are now your allies, and we will protect you from Queen Chrysalis."

Darkhorn and the others smiled at her and the 'Dragonfly' Hive, happy to be together again.

Chrysalis could have never one. It was Shining Armor's and Cadence's love that defeated her before. Now it was the love Darkhorn had for Fluttershy that drove him on. Without it, he would have never been their friend and drained her into a husk just like had had done so many times before.  
The kindness that only she could spot within him had blossomed, and it truly changed his heart.

Two completely different worlds have just become a little less different. And it was all because of the love between a Changeling and a Pony.

* * *

_Stay tuned! There's an Epilogue!_


	15. Epilogue

_Epilogue_

It was a bright, crisp fall day. The first sunny day in weeks since the showers.

Darkhorn was poking his head out of a very high pile of auburn leaves. Not long after he head, "Geronimo!" and an all too eager baby Dragon hopped into the same pile and landed on him. The Alicorn laughed and rolled him off, "Careful Spike! You could have crushed me!"  
"Yeah right!" he jumped out of the leaves while the disguised Changeling simply walked out. There were a few leaves on his back and attached to the blue scarf Fluttershy had made him. It was a gift she insisted on now that the weather was getting chillier.

Not too long after he stepped out did a very eager flash of pink tackle him into the leaves, "LEAF PILE!" she had knocked the wind out of him, but he wasn't hurt, "Awk! Pinkie! Please get off you're gonna crush my esophagus!"  
The giggling pony hopped off, "Okie-dokie-lokie!" she hopped off and bounced away, "Sorry! Had a slice of pecan pie and now I'm really hyper! Going back for another piece!"

Darkhorn got back to his hooves and only chuckled with Spike, "I swear, those sweets are going to someday make that pony explode." "That's nothing; you should see her on Nightmare Night. All that candy…"  
Spike gave a traumatized shiver and Darkhorn laughed, but then paused, "Eh heh, what's a Nightmare Night? It doesn't sound very fun."  
Spike merely patted the Alicorn's arm, "Oh Darky, you still have so much to learn about Ponies."

"Boys!" Rarity was waving at them, "Picnic's ready!"

The two walked through the park's field over to the picnic blanket. Along the way he passed Angel playing with the other mare's pets. The rabbit gave him a small wave as he passed; trusting Darkhorn far more than usual.

Even if the affection between him and his owner could be sickening at times...

The basket was open and several plates of food were laid about, and it all smelled great.  
Darkhorn sat down next to Fluttershy, to which the two of them blushed. The rest of the group sat around the large red checkered blanket, plenty of room for everyone

It was better for him to stay in disguise for now, until Ponyville was ready, but Princess Celestia knew. Even so, she understood their situation and was actually intrigued that a pony and a Changeling had fallen in love. So, she was having one of the homes in Ponyville restored for him so he could stay in Ponyville. An insight from another mythical creature could be a valuable interaction for the group, especially Twilight. He could help them learn so much more, and vice versa as it turns out.

The mares and he had all contributed to Pinkie's picnic with their own food.

Applejack uncovered the apple pie she had and placed it with the others, "I managed to save some of the Zap apples we had for this here pie girls! Enjoy!"

"Zap apple?" Darkhorn asked, and when Applejack took a slice and passed him a piece he saw the filling was rainbow like Dash's hair, "Whoa."  
He poked it a few times and Fluttershy laughed, "I know you don't eat, but I suggest you at least try a bite. It's really good."  
"You kidding?" he pulled out the honey jars he and Fluttershy had brought, honeysuckle flavor, and placed them next to the loaf of bread, "By the looks of the food I might just try everything and risk indigestion."

"You can even try my Cupcakes!" Pinkie pointed to the very brightly colored pastries stacked neatly on a large plate. When he winced, she smiled, "Don't worry, I put a little less sugar in there, so they're safer now." He gave her a wordless 'thank you'.  
"So Twilight, are we still up for more reading and writing lessons?" Darkhorn asked, to which the lavender pony responded, "Of course. You really seemed to like the pony tales."  
"Yep! Who knew reading and writing could be so much fun?" Darkhorn exclaimed.

Rainbow had to laugh, "Ha ha! Careful Twilight, Darkhorn might turn into an egg head like you!"

Twilight gave a sarcastic role of her eyes while the Alicorn was now in the middle of pondering what an 'egg head' was supposed to be. A pony with an egg head? Ponies, they were still a little weird.

Rainbowdash rubbed her hooves together, "Now, what are we waiting for? Lets dig in!" she picked up one of the daisy sandwiches Twilight had made and took a bite, followed with some eating by the others.  
The first thing Darkhorn tried was some of the Zap apple pie, and like they said it was in fact delicious, even if he couldn't finish it he wished he could.

Twilight smiled as she watched her all her friends interact, joke, and laugh with their new group member, Darkhorn. She never thought she'd be sitting there as happy as she was, having a picnic with a Changeling. It was odd, but she was just fine with that.

She looked to Spike, who was stuffing his face with some gems Rarity had brought especially for him, "Spike, take a note please."

He looked to her, surprised she wanted to do it now, but didn't hesitate and pulled out a paper and a quill.

Twilight cleared her throat:

"_Dear Princess Celestia, other than never judging a book by its cover, I've come to learn that not everything is set in stone or can be seen in black and white. If we just look at the other side of a story, we can learn to look at the grey and decide if an enemy is capable of second chances based on their choices. We've all learned that just a little bit of friendship can soften even the coldest of hearts. If someone is truly willing to change, sometimes we just have to trust our friend's judgment and give them a chance. It's good to be cautious and realize not everyone can change, but it's equally good to be open-minded. And with just a little bit of faith and kindness, sometimes our greatest enemies can become the best of friends, or boyfriend!"_

The group laughed and Darkhorn blushed at the boyfriend comment.  
Twilight giggled and continued:

_Signed, your loyal Subjects, plus an extra._

Spike rolled up the note and in a wisp of green fire sent it to the Princess.

Darkhorn cocked his head a bit after trying some honey, "So, what's this 'Nightmare Night' Spike told me about?" The girls laughed and began to explain Ponyvill's version of Halloween to him, and how it's coming up.

While the others were talking, Darkhorn felt Fluttershy meekly nuzzle up against his side. He hummed and leaned his head on hers, his horn glowing for a moment as her love fed him without draining her.

Living in this brightly colored town wouldn't be so bad after all.

Just so long as Pinkie doesn't give him really sugary cupcakes again…

_**The End**_

* * *

_****So that's it! There's the epilogue and the end of the story! I may do two sequels and make this a trilogy, but I don't know yet. :D  
Thanks again to all you Bronies and readers who looked at and reviewed this! This was a lot of fun to write and I really enjoyed hearing from you guys! Thanks to those that talked with me and gave me suggestions and corrections. Most appreciated!  
Be on the look out for my other stories too! Even if they aren't pony related, some might be fluffy romantic and catch your attention. ;P_

_You all rock!  
_


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